MFS SERIES TRUST I, 485BPOS, 1996-08-27

MFS SERIES TRUST I
485BPOS, 1996-08-27

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<PAGE>

As filed with the Securities and Exchange Commission on August 27, 1996
1933 Act File No. 33-7638
1940 Act File No. 811-4777

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 25

AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 27

MFS SERIES TRUST I
(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 Company,
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 August 31, 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

Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
its shares of Beneficial Interest (without par value), under the Securities Act
of 1933. The Registrant filed a Rule 24f-2 Notice for its fiscal year ended
August 31, 1995 on October 30, 1995 on behalf of MFS(R) World AsseT Allocation
Fund, MFS(R) Cash Reserve Fund and MFS(R) Managed Sectors Fund and wILL file a
Rule 24f-2 Notice on behalf of all series, with respect to the fiscal year
ending August 31, 1996 on or before October 30, 1996.

<PAGE>

MFS MANAGED SECTORS FUND

SUPPLEMENT TO THE JANUARY 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 JANUARY 1,
1996, AND CONTAINS A DESCRIPTION OF CLASS P SHARES.

CLASS P SHARES ARE AVAILABLE FOR PURCHASE ONLY BY CERTAIN RETIREMENT
PLANS ESTABLISHED FOR THE BENEFIT OF EMPLOYEES OF MASSACHUSETTS FINANCIAL
SERVICES COMPANY ("MFS"), THE FUND'S INVESTMENT ADVISER, AND EMPLOYEES OF MFS'
AFFILIATES ("MFS RETIREMENT PLANS"). CLASS P SHARES MAY NOT BE OFFERED OR SOLD
OUTSIDE OF THE COMMONWEALTH OF MASSACHUSETTS, AND THIS SUPPLEMENT DOES NOT
CONSTITUTE AN OFFER OF CLASS P SHARES TO ANY PERSON WHO RESIDES OUTSIDE OF THE
COMMONWEALTH OF MASSACHUSETTS.

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES: CLASS P
Maximum Initial Sales Charge Imposed on Purchases
of Fund Shares (as a percentage of offering price)...... None
Maximum Contingent Deferred Sales Charge (as a percentage
of original purchase price or redemption proceeds,
as applicable)......................................... None

ANNUAL OPERATING EXPENSES OF THE FUND (AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees.......................................... 0.75%
Rule 12b-1 Fees.......................................... None
Other Expenses(1)(2)..................................... 0.36%
-----
Total Operating Expenses................................. 1.11%

(1) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the fiscal year ended August
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.
(2) 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."

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

<PAGE>

otherwise noted):

PERIOD CLASS P

1 year................. $11
3 years................ 35

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. A more complete description of the Fund's
management fee is set forth under the caption "Management of the Fund" in the
Prospectus.

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 for sale,
Class A shares, Class B shares and Class P shares. Class P shares are available
for purchase only by the MFS Retirement Plans and are described in this
Supplement. Class A shares and Class B shares are described in the Fund's
Prospectus and are available for purchase by 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 contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are 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 approximately eight years after purchase.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class P shares do not
convert to any other class of shares of the Fund.

INFORMATION CONCERNING CLASS P SHARES OF THE FUND

As noted above, Class P shares are offered at net asset value without
an initial sales charge or a CDSC and are not subject to a distribution fee or
service fee. Class P shares are offered only to MFS Retirement Plans.

MFS Retirement Plans may exchange Class P shares of the Fund for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Fund
at net asset value. Distributions paid by the Fund with respect to Class P
shares generally will be greater than those paid with respect to Class A and
Class B shares because expenses attributable to Class A and Class B shares
generally will be higher.

THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 1, 1996

<PAGE>

The Prospectus dated January 1, 1996 of MFS Managed Sectors Fund (the "Fund")
is incorporated in this Post-Effective Amendment No. 25 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 January 4, 1996.

<PAGE>

The Statement of Additional Information dated January 1, 1996 of MFS Managed
Sectors Fund (the "Fund") is incorporated in this Post-Effective Amendment No.
25 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 January 4,
1996.

<PAGE>

The financial statements included in the Annual Report to Shareholders of MFS
Managed Sectors Fund (the "Fund") dated August 31, 1995 which are contained in
Post-Effective Amendment No. 22 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on December 29, 1995 are hereby incorporated
by reference to such materials into this Post-Effective Amendment No. 25.

<PAGE>

MFS WORLD ASSET ALLOCATION FUND

SUPPLEMENT TO THE JANUARY 1, 1996 PROSPECTUS
AND STATEMENT OF ADDITIONAL INFORMATION

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES: CLASS P
Maximum Initial Sales Charge Imposed on Purchases
of Fund Shares (as a percentage of offering price)......... None
Maximum Contingent Deferred Sales Charge (as a percentage
of original purchase price or redemption proceeds, as
applicable)................................................ None

ANNUAL OPERATING EXPENSES OF THE FUND (AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees.............................................. 0.60%
Rule 12b-1 Fees.............................................. None
Other Expenses(1)(2)......................................... 0.60%
-----
Total Operating Expenses..................................... 1.20%

EXAMPLE OF EXPENSES

<PAGE>

otherwise noted):

PERIOD CLASS P

1 year.................. $12
3 years................. 38

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. A more complete description of the Fund's management fee is set
forth under the caption "Management of the Fund" in the Prospectus.

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

Four classes of shares of the Fund currently are offered for sale,
Class A shares, Class B shares, Class C shares and Class P shares. Class P
shares are available for purchase only by the MFS Retirement Plans and are
described in this Supplement. Class A shares, Class B shares and Class C shares
are described in the Fund's Prospectus and are available for purchase by the
general public.

Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 4.75% of the offering price (or a contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are subject to an annual distribution fee and service fee up to a
maximum of 0.50% 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 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 upon redemption of 1.00% during the first year and an
annual distribution fee and service fee up to a maximum of 1.00% per annum.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class C and Class P
shares do not convert to any other class of shares of the Fund.

INFORMATION CONCERNING CLASS P SHARES OF THE FUND

MFS Retirement Plans may exchange Class P shares of the Fund for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Fund
at net asset value. Distributions paid by the Fund with respect to Class P
shares generally will be greater than those paid with respect to Class A, Class
B and Class C shares because expenses attributable to Class A, Class B and Class
C shares generally will be higher.

THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 1, 1996

<PAGE>

The Prospectus dated January 1, 1996 of MFS World Asset Allocation Fund (the
"Fund") is incorporated in this Post-Effective Amendment No. 25 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 January 4, 1996.

<PAGE>

The Statement of Additional Information dated January 1, 1996 of MFS World Asset
Allocation Fund (the "Fund") is incorporated in this Post-Effective Amendment
No. 25 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 January 4,
1996.

<PAGE>

The financial statements included in the Annual Report to Shareholders of MFS
World Asset Allocation Fund (the "Fund") dated August 31, 1995 which are
contained in Post-Effective Amendment No. 22 as filed by the Registrant with the
Securities and Exchange Commission via EDGAR on December 29, 1995 are hereby
incorporated by reference to such materials into this Post-Effective Amendment
No. 25.

<PAGE>

MFS EQUITY INCOME FUND
MFS RESEARCH GROWTH AND INCOME FUND
MFS CORE GROWTH FUND
MFS AGGRESSIVE GROWTH FUND
MFS SPECIAL OPPORTUNITIES FUND
SUPPLEMENT TO THE JULY 1, 1996 PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION

THE FOLLOWING INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE FUNDS'
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION ("SAI"), DATED JULY 1, 1996,
AND CONTAINS A DESCRIPTION OF CLASS P SHARES.

CLASS P SHARES ARE AVAILABLE FOR PURCHASE ONLY BY CERTAIN RETIREMENT
PLANS ESTABLISHED FOR THE BENEFIT OF EMPLOYEES OF MASSACHUSETTS FINANCIAL
SERVICES COMPANY ("MFS"), THE FUNDS' INVESTMENT ADVISER, AND EMPLOYEES OF MFS'
AFFILIATES ("MFS RETIREMENT PLANS"). CLASS P SHARES MAY NOT BE OFFERED OR SOLD
OUTSIDE OF THE COMMONWEALTH OF MASSACHUSETTS, AND THIS SUPPLEMENT DOES NOT
CONSTITUTE AN OFFER OF CLASS P SHARES TO ANY PERSON WHO RESIDES OUTSIDE OF THE
COMMONWEALTH OF MASSACHUSETTS.

EXPENSE SUMMARY
<TABLE>
<CAPTION>
CLASS P

EQUITY RESEARCH CORE AGGRESSIVE SPECIAL
INCOME GROWTH AND GROWTH GROWTH OPPORTUNITIES
FUND INCOME FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Initial Sales Charge
Imposed on Purchases of Fund
Shares (as a percentage of
offering price).......................... None None None None None
Maximum Contingent Deferred
Sales Charge (as a percentage
of original purchase price or redemption
proceeds, as applicable)................. None None None None None

EQUITY RESEARCH CORE AGGRESSIVE SPECIAL
INCOME GROWTH AND GROWTH GROWTH OPPORTUNITIES
FUND INCOME FUND FUND FUND FUND

ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS):
Management Fees (after fee
reduction)(1)......................... 0.00% 0.00% 0.00% 0.00% 0.00%
Rule 12b-1 Fees.......................... None None None None None
Other Expenses (after fee
reduction)(2)(3)...................... 1.50% 1.50% 1.50% 1.50% 1.50%
----- ----- ----- ----- -----
Total Operating Expenses (after
fee reduction)(4)..................... 1.50% 1.50% 1.50% 1.50% 1.50%
<FN>
- ---------------------------
(1) The Adviser is currently waiving its right to receive management fees from
each Fund. Absent this waiver, "Management Fees" would be 0.75% per annum
for each Fund.

<PAGE>

(2) "Other Expenses" are based on estimates of payments to be made during each
Fund's current fiscal year. As discussed below in footnote 4, the Adviser
is bearing certain expenses of Class P shares of each Fund, subject to
reimbursement by the Funds. Absent this arrangement, "Other Expenses,"
expressed as a percentage of average daily net assets, would be as follows:

[/FN]
</TABLE>
<TABLE>
<CAPTION>
EQUITY RESEARCH CORE AGGRESSIVE SPECIAL
INCOME GROWTH AND GROWTH GROWTH OPPORTUNITIES
FUND INCOME FUND FUND FUND FUND
<C> <C> <C> <C> <C>
17.45% 16.33% 16.11% 1.60% 3.96%
<FN>
(3) Each 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."
(4) The Adviser has agreed to bear expenses of each Fund, subject to
reimbursement by the Funds such that "Total Operating Expenses" do not
exceed, on an annualized basis, 1.50% of a Fund's average daily net assets
with respect to Class P shares during the current fiscal year and each
fiscal year through August 31, 2006. This arrangement may be amended or
terminated by the Adviser at any time. Absent any fee waivers and expense
reductions, "Total Operating Expenses" of Class P shares, expressed as a
percentage of average daily net assets, would be as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
EQUITY RESEARCH CORE AGGRESSIVE SPECIAL
INCOME GROWTH AND GROWTH GROWTH OPPORTUNITIES
FUND INCOME FUND FUND FUND FUND
<C> <C> <C> <C> <C>

18.20% 17.08% 16.86% 2.35% 4.71%
</TABLE>

EXAMPLE OF EXPENSES

An investor would pay the following dollar amounts of expenses on a
$1,000 investment in each Fund, assuming (a) a 5% annual return and (b)
redemption at the end of each of the time periods indicated (unless otherwise
noted):
<TABLE>
<CAPTION>
EQUITY RESEARCH CORE AGGRESSIVE SPECIAL
INCOME GROWTH AND GROWTH GROWTH OPPORTUNITIES
PERIOD FUND INCOME FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
1 year................ $15 $15 $15 $15 $15
3 years............... 47 47 47 47 47
</TABLE>

The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Funds
will bear directly or indirectly. A more complete description of each Fund's
management fee is set forth under the caption "Management of the Funds" in the
Prospectus.

THE "EXAMPLE" SET FORTH ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES OF THE FUNDS; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.

THE FUNDS

While each Fund has four classes of shares (Class A, Class B, Class C
and Class P shares), Class A and Class P shares are the only classes presently
available for sale. Class P shares are available for purchase only by the MFS
Retirement Plans and are described in this Supplement. Class A shares, Class B
shares and Class C shares are described in the Funds' Prospectus and Class A
shares are available for purchase by certain retirement plans established for
the benefit of employees of MFS and by such employees and certain of their
family members.

<PAGE>

INFORMATION CONCERNING CLASS P SHARES OF THE FUNDS

MFS Retirement Plans may exchange Class P shares of the Funds for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Funds
at net asset value. Distributions paid by the Funds with respect to Class P
shares generally will be greater than those paid with respect to Class A, Class
B and Class C shares because expenses attributable to Class A, Class B and Class
C shares generally will be higher.

Subject to termination or revision at the discretion of MFS, MFS has
agreed to pay until August 31, 2006 the foregoing expenses of each Fund such
that a Fund's aggregate operating expenses do not exceed, on an annualized
basis, 1.50% of the average daily net assets with respect to Class P shares.
Such payments by MFS are subject to reimbursement by the relevant Fund which
will be accomplished by the payment by the Fund of an expense reimbursement fee
to MFS computed and paid monthly as a percentage of its average daily net assets
for its then-current fiscal year, with a limitation that immediately after such
payment the aggregate operating expenses of a Fund would not exceed, on an
annualized basis, 1.50% of the average daily net assets with respect to Class P
shares. The expense reimbursement agreement terminates for each Fund on the
earlier of the date on which payments made thereunder by the Fund equal the
prior payment of such reimbursable expenses by MFS or August 31, 2006.

THE DATE OF THIS SUPPLEMENT IS SEPTEMBER 1, 1996

<PAGE>

The Prospectus dated July 1, 1996 of each of MFS(R) Equity Income Fund, MFS(R)
Research Growth and Income Fund, MFS(R) Core Growth Fund, MFS(R) Aggressive
Growth Fund and MFS(R) Special Opportunities Fund (the "Funds") is incorporated
in this Post-Effective Amendment No. 25 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 July
1, 1996.

<PAGE>

The Statement of Additional Information dated July 1, 1996 of each of MFS(R)
Equity Income Fund, MFS(R) Research Growth and Income Fund, MFS(R) Core Growth
Fund, MFS(R) Aggressive Growth Fund and MFS(R) Special Opportunities Fund (the
"Funds") is incorporated in this Post-Effective Amendment No. 25 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 July 1, 1996.

<PAGE>

The financial statements included in the Semi-Annual Report to Shareholders of
each of MFS(R) Equity Income Fund, MFS(R) Research Growth and Income Fund,
MFS(R) Core Growth Fund, MFS(R) Aggressive Growth Fund and MFS(R) Special
Opportunities Fund dated February 29, 1996 which are contained in Post-Effective
Amendment No. 24 as filed by the Registrant with the Securities and Exchange
Commission via EDGAR on June 27, 1996 are hereby incorporated by reference to
such materials into this Post-Effective Amendment No. 25.

<PAGE>
PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

MFS MANAGED SECTORS FUND

(A) FINANCIAL STATEMENTS INCLUDED IN PARTS A AND B:

INCLUDED IN PART A OF THIS REGISTRATION STATEMENT:
For the year ended August 31, 1995, for the
nine months ended August 31, 1994 and for
the seven years ended November 30, 1993:
Financial Highlights*

INCLUDED IN PART B OF THIS REGISTRATION STATEMENT:
At August 31, 1995:
Portfolio of Investments*
Statement of Assets and Liabilities*

For the year ended August 31, 1995, the nine
months ended August 31, 1994 and the year
ended November 30, 1993:
Statement of Changes in Net Assets*

For the year ended August 31, 1995:
Statement of Operations*

MFS WORLD ASSET ALLOCATION FUND

(A) FINANCIAL STATEMENTS INCLUDED IN PARTS A AND B:

INCLUDED IN PART A OF THIS REGISTRATION STATEMENT:
For the year ended August 31, 1995 and for
the period from commencement of investment
operations, July 22, 1994 to August 31,
1994:
Financial Highlights**

INCLUDED IN PART B OF THIS REGISTRATION STATEMENT: At
August 31, 1995:
Portfolio of Investments**
Statement of Assets and
Liabilities**

For the year ended August 31, 1995 and for
the period from commencement of investment
operations, July 22, 1994 to August 31,
1994:
Statement of Changes in Net Assets**
<PAGE>

For the year ended August 31, 1995:
Statement of Operations**

MFS(R) EQUITY INCOME FUND, MFS(R) RESEARCH GROWTH AND INCOME
FUND, MFS(R) CORE GROWTH FUND, MFS(R) AGGRESSIVE GROWTH FUND
AND MFS(R) SPECIAL OPPORTUNITIES FUND

(A) FINANCIAL STATEMENTS INCLUDED IN PARTS A AND B:

INCLUDED IN PART A OF THIS REGISTRATION STATEMENT:
For the period ended February 29, 1996:

Financial Highlights***

INCLUDED IN PART B OF THIS REGISTRATION STATEMENT:
At February 29, 1996:

Portfolio of Investments***
Statement of Assets and Liabilities***

For the period ended February 29, 1996:
Statement of Changes in Net Assets***

For the period ended February 29, 1996:
Statement of Operations***

* Incorporated by reference to the MFS Managed Sectors Fund's Annual Report
to Shareholders dated August 31, 1995, filed with the SEC on October 27,
1995.
** Incorporated by reference to the MFS World Asset Allocation Fund's Annual
Report to Shareholders dated August 31, 1995, filed with the SEC on
October 27, 1995.
*** Incorporated by reference to the Funds' semi-annual report to Shareholders
dated February 29, 1996, filed with the SEC via EDGAR on May 2, 1996.

(B) EXHIBITS:

1 (a) Amended and Restated Declaration of
Trust, dated January 6, 1995. (5)

(b) Amendment to Declaration of Trust, dated
October 12, 1995. (7)

(d) Amendment to Declaration of Trust, dated
June 12, 1996; filed herewith.

2 Amended and Restated By-Laws dated
December 14, 1994. (5)

3 Not Applicable.
<PAGE>

4 Form of Share Certificate for Classes of
shares; filed herewith.

5 (a) Investment Advisory Agreement for MFS(R)
Cash Reserve Fund, dated September 1,
1993. (7)

(b) Investment Advisory Agreement for MFS(R)
Managed Sectors Fund, dated September 1,
1993. (7)

(d) Investment Advisory Agreement for MFS(R)
Equity Income Fund, dated January 2,
1996. (10)

(e) Investment Advisory Agreement for MFS(R)
Research Growth and Income Fund, dated
January 2, 1996. (10)

(f) Investment Advisory Agreement for MFS(R)
Core Growth Fund, dated January 2,
1996. (10)

(g) Investment Advisory Agreement for MFS(R)
Aggressive Growth Fund, dated January 2,
1996. (10)

(h) Investment Advisory Agreement for MFS(R)
Special Opportunities Fund, dated January
2, 1996. (10)

6 (a) Distribution Agreement, dated January 1,
1995. (5)

(b) Dealer Agreement between MFS Fund
Distributors, Inc., ("MFD") and a dealer,
dated December 28, 1994 and the Mutual Fund
Agreement between MFD and a bank or NASD
affiliate, dated December 28,
1994. (1)

7 Retirement Plan for Non-Interested Person
Trustees, dated January 1, 1991. (7)

8 (a) Custodian Agreement, dated January 28,
1988. (7)

(b) Amendment No. 1 to the Custodian
Agreement, dated February 29, 1988 and
October 1, 1989, respectively. (7)

(c) Amendment No. 2 to the Custodian
Agreement, dated October 9, 1991. (7)
<PAGE>
(d) Custodian Agreement between Investors
Bank & Trust and MFS(R) World Asset
Allocation Fund dated June 2, 1994. (7)

9 (a) Shareholder Servicing Agent Agreement,
dated September 10, 1986. (7)

(b) Amendment to the Shareholder Servicing
Agent Agreement, dated June 2, 1994. (7)

(d) Exchange Privilege Agreement, dated
September 1, 1995. (8)

(e) Loan Agreement by and among MFS
Borrowers and The First National Bank of
Boston dated as of September 29, 1989, as
amended through and including the second
Amendment dated April 21, 1994. (3)

(f) Dividend Disbursing Agent Agreement
dated September 10, 1986. (7)

10 Consent and Opinion of Counsel filed with
the Registrant's Rule 24f-2 Notice for the
fiscal year ended August 31, 1995 on
October 30, 1995.

11 Not Applicable.

12 Not Applicable.

13 Not Applicable.

14 (a) Forms for Individual Retirement Account
Disclosure Statement as currently in
effect. (4)

(b) Forms for MFS 403(b) Custodial Account
Agreement as currently in effect. (4)

15 (a) Distribution Plan for Class A Shares of
MFS(R) Managed Sectors Fund, dated
December 14, 1994. (5)

(b) Amended and Restated Distribution Plan
for Class B Shares of MFS(R) Managed
Sectors Fund, dated December 14,
1994. (5)
<PAGE>

(d) Distribution Plan for Class B Shares of
MFS(R) Cash Reserve Fund, dated December
14, 1994. (5)

(e) Distribution Plan for Class A Shares of
MFS(R) World Asset Allocation Fund, dated
December 14, 1994. (5)

(f) Distribution Plan for Class B Shares of
MFS(R) World Asset Allocation Fund, dated
December 14, 1994. (5)

(g) Distribution Plan for Class C Shares of
MFS(R) World Asset Allocation Fund dated
December 14, 1994. (5)

(h) Distribution Plans for Class A Shares of
MFS(R) Equity Income Fund, MFS(R)
Research Growth and Income Fund, MFS(R)
Core Growth Fund, MFS(R) Aggressive
Growth Fund and MFS(R) Special
Opportunities Fund each dated January 2,
1996. (10)

(i) Distribution Plans for Class B Shares of
MFS(R) Equity Income Fund, MFS(R)
Research Growth and Income Fund, MFS(R)
Core Growth Fund, MFS(R) Aggressive
Growth Fund and MFS(R) Special
Opportunities Fund each dated January 2,
1996. (10)

(j) Distribution Plans for Class C Shares of
MFS(R) Equity Income Fund, MFS(R)
Research Growth and Income Fund, MFS(R)
Core Growth Fund, MFS(R) Aggressive
Growth Fund and MFS(R) Special
Opportunities Fund each dated January 2,
1996. (10)

(k) Distribution Plan for Class C Shares of
MFS(R) Cash Reserve Fund. (10)

16 Schedule for Computation of Performance
Quotations - Yield Calculation, Average
Annual and Aggregate Total Return and
Current Distribution Rate. (1)

17 Not Applicable.

18 Plan pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940; filed
herewith.

<PAGE>
Power of Attorney, dated August 11, 1994.(7)
- ---------------------
(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 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.
(3) 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.
(4) 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.
(5) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 20 filed with the SEC via EDGAR on March 30, 1995.
(6) Incorporated by reference to MFS Series Trust II (File Nos. 33-7637 and
811-4775) Post-Effective Amendment No. 17 filed with the SEC via EDGAR
on October 13, 1995.
(7) Incorporated by reference to the Registrant's Post-Effective Amendment
No. 21 filed with the SEC via EDGAR on October 17, 1995.
(8) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 13 filed with the SEC via EDGAR
on November 28, 1995.

(9) Incorporated by reference to Registrant's Post-Effective Amendment No.
22 filed with the SEC via EDGAR on December 29, 1995.

(10) Incorporated by reference to Registrant's Post-Effective Amendment No.
23 filed with the SEC via EDGAR on March 29, 1996.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

FOR MFS MANAGED SECTORS FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 21,973
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 14,631
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

FOR MFS CASH RESERVE FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 3,124
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 19,594
(without par value) (as of July 31, 1996)

<PAGE>

Class C Shares of Beneficial Interest 351
(without par value) (as of July 31, 1996)

FOR MFS WORLD ASSET ALLOCATION FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 6,613
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 8,180
(without par value) (as of July 31, 1996)

Class C Shares of Beneficial Interest 1,230
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

FOR MFS EQUITY INCOME FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 11
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class C Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

FOR MFS RESEARCH GROWTH AND INCOME FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 6
(without par value) (as of July 31, 1996)

<PAGE>

Class B Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class C Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

FOR MFS CORE GROWTH FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 15
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class C Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

FOR MFS AGGRESSIVE GROWTH FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 129
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class C Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

<PAGE>

FOR MFS SPECIAL OPPORTUNITIES FUND

(1) (2)
TITLE OF CLASS NUMBER OF RECORD HOLDERS

Class A Shares of Beneficial Interest 21
(without par value) (as of July 31, 1996)

Class B Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class C Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)

ITEM 27. INDEMNIFICATION

Reference is hereby made to (a) Article V of the Trust's Declaration of
Trust, incorporated by reference to the Registrant's Post-Effective Amendment
No. 20 filed with the SEC via EDGAR on March 30, 1995 and (b) Section 8 of the
Shareholder Servicing Agent Agreement, incorporated by reference to Registrant's
Post-Effective Amendment No. 21 filed with the SEC via EDGAR on October 17,
1995.

The Trustees and officers of the Registrant and the personnel of the
Registrant's investment adviser and principal underwriter 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, as amended.

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

<PAGE>

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 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

<PAGE>

"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.

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,

<PAGE>

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 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

<PAGE>

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, 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.

<PAGE>

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.

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.

<PAGE>

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. 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)

<PAGE>

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.

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 and the following locations:

NAME ADDRESS

Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116

MFS Fund Distributors, Inc. 500 Boylston Street
(distributor) Boston, MA 02116

State Street Bank and Trust Company State Street South
(custodian) 5-West
North Quincy, MA 02171

Investors Bank & Trust Company 89 South Street
(custodian) Boston, MA 02111

MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116

ITEM 31. MANAGEMENT SERVICES

Not applicable.
<PAGE>

ITEM 32. UNDERTAKINGS

(a) Not applicable.

(b) Not applicable.

(c) The registrant undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
Shareholders upon request and without a 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 27th day of August, 1996.

MFS SERIES TRUST I

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 August 27, 1996.

SIGNATURE TITLE

A. KEITH BRODKIN* Chairman, President (Principal
A. Keith Brodkin 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

MARSHALL N. COHAN* Trustee
Marshall N. Cohan

LAWRENCE H. COHN, M.D.* Trustee
Lawrence H. Cohn, M.D.
<PAGE>
SIR J. DAVID GIBBONS* Trustee
Sir J. David Gibbons

ABBY M. O'NEILL* Trustee
Abby M. O'Neill

WALTER E. ROBB, III* Trustee
Walter E. Robb, III

ARNOLD D. SCOTT* Trustee
Arnold D. Scott

JEFFREY L. SHAMES* Trustee
Jeffrey L. Shames

J. DALE SHERRATT* Trustee
J. Dale Sherratt

WARD SMITH* Trustee
Ward Smith

*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 August 11, 1994,
incorporated by reference to Registrant's
Post-Effective Amendment No. 21 filed
with the SEC via EDGAR on
October 17, 1995.
<PAGE>
INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.

1 (d) Amendment to Declaration of Trust, dated
June 12, 1996.

4 Form of Share Certificate for Classes of shares.

9 (c) Form of Amendment to Shareholder Servicing Agent
Agreement to include Class P shares.

18 Plan pursuant to Rule 18f-3(d) under the Investment
Company Act of 1940.

<PAGE>

<PAGE>
EXHIBIT NO. 99.1(d)

MFS SERIES TRUST I

CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST

ESTABLISHMENT AND DESIGNATION
OF CLASSES

The undersigned, being a majority of the Trustees of MFS Series Trust I
(the "Trust"), a business trust organized under the laws of The Commonwealth of
Massachusetts pursuant to an Amended and Restated Declaration of Trust dated
December 14, 1994, as amended (the "Declaration"), acting pursuant to Section
6.10 of the Declaration, do hereby divide the shares of MFS Managed Sectors
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, each a series of MFS Series Trust I, to create an
additional class of shares, within the meaning of Section 6.10, as follows:

1. The additional class of shares is designated "Class P Shares";

2. Class P Shares shall be entitled to all the rights and
preferences accorded to shares under the Declaration;

3. The purchase price of Class P Shares, the method of
determination of the net asset value Class P Shares, the
price, terms and manner of redemption of Class P Shares, and
the relative dividend rights of holders of Class P 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 P 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 12th day of June, 1996.

A. KEITH BRODKIN WALTER E. ROBB, III
A. Keith Brodkin Walter E. Robb, III
76 Farm Road 35 Farm Road
Sherborn, MA 01770 Sherborn, MA 01770

RICHARD B. BAILEY ARNOLD D. SCOTT
Richard B. Bailey Arnold D. Scott
63 Atlantic Avenue 20 Rowes Wharf
Boston, MA 02110 Boston, MA 02110

MARSHALL N. COHAN
Marshall N. Cohan Jeffrey L. Shames
2524 Bedford Mews Drive 60 Brookside Road
Wellington, FL 33414 Needham, MA 02192

LAWRENCE H. COHN J. DALE SHERRATT
Lawrence H. Cohn J. Dale Sherratt
45 Singletree Road 86 Farm Road
Chestnut Hill, MA 02167 Sherborn, MA 01770

SIR J. DAVID GIBBONS WARD SMITH
Sir J. David Gibbons Ward Smith
"Leeward" 36080 Shaker Blvd
5 Leeside Drive Huntington Valley, OH 44022
"Point Shares"
Pembroke, Bermuda HM 05

Abby M. O'Neill
200 Sunset Road
Oyster Bay, NY 11771

<PAGE>
EXHIBIT NO. 99.4

SHARE CERTIFICATE
[FUND NAME]
ORGANIZED AS A BUSINESS TRUST UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT

is the registered holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST WITHOUT PAR VALUE,
OF THE TRUST OR SERIES OF THE TRUST IDENTIFIED ABOVE,
transferable only on the books of the Trust, by the holder hereof, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. The aforesaid holder is entitled to require the Trust to purchase all
or any part of the Shares represented by this Certificate at net asset value,
all as more fully set forth on the reverse of this Certificate. This Certificate
is not valid until countersigned by the Transfer Agent.
IN WITNESS WHEREOF, the said Trust has caused this Certificate to be
signed by its duly authorized officer and its seal to be hereunto affixed.
Dated:
COUNTERSIGNED
MFS Service Center, Inc.
(Boston, MA) Transfer Agent
CHAIRMAN
SEAL
TREASURER BY:_____________________________
AUTHORIZED SIGNATURE
157136
CERTIFICATE NO. SHARES
ACCOUNT NO. ALPHA CODE DEALER NO. CHAIRMAN
TRADE DATE: CONFIRM DATE ____________

CHANGE NOTICE: IF THE ABOVE INFORMATION IS
INCORRECT OR MISSING, PLEASE PRINT THE
CORRECT INFORMATION BELOW, AND RETURN TO:

MFS SERVICE CENTER, INC.
P.O. BOX 2281
BOSTON, MA 02107-9906
IDENT. OR SOC. SEC. NO.:_________________

THE REGISTERED HOLDER OF THIS CERTIFICATE IS ENTITLED TO ALL THE RIGHTS,
INTEREST AND PRIVILEGES OF A SHAREHOLDER AS PROVIDED BY THE DECLARATION OF TRUST
AND BY-LAWS OF THE TRUST, AS AMENDED, WHICH ARE INCORPORATED BY REFERENCE
HEREIN. IN PARTICULAR THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
TRANSFERABLE BY THE HOLDER, IN PERSON OR BY HIS DULY AUTHORIZED ATTORNEY, BUT
ONLY ON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED AND WHEN THE TRANSFER IS
MADE ON THE BOOKS OF THE TRUST.
THE HOLDER OF THIS CERTIFICATE, AS PROVIDED IN SAID DECLARATION OF TRUST
AND BY-LAWS, AS AMENDED, SHALL NOT IN ANY WISE BE PERSONALLY LIABLE FOR ANY
DEBT, OBLIGATION OR ACT OF TRUST.
<PAGE>
ANY SHAREHOLDER DESIRING TO DISPOSE OF HIS SHARES MAY DEPOSIT HIS
CERTIFICATE, DULY ENDORSED IN BLANK OR ACCOMPANIED BY AN INSTRUMENT OR TRANSFER
EXECUTED IN BLANK, AT THE OFFICE OF MFS SERVICE CENTER, INC. OR ANY SUCCESSOR
TRANSFER AGENT OF THE TRUST, TOGETHER WITH AN IRREVOCABLE OFFER IN WRITING TO
SELL THE SHARES REPRESENTED THEREBY AT THE NET ASSET VALUE THEREOF AND THE TRUST
WILL THEREAFTER PURCHASE SAID SHARES FOR CASH AT NET ASSET VALUE. THE
COMPUTATION OF NET ASSET VALUE, THE LIMITATIONS UPON THE DATE OF PAYMENT AND
PROVISIONS DEALING WITH SUSPENSION OF THIS RIGHT IN CERTAIN EMERGENCIES ARE
FULLY DESCRIBED IN SAID DECLARATION OF TRUST AND BY-LAWS, AS AMENDED.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

THE SIGNATURE(S) MUST BE GUARANTEED IN ACCORDANCE WITH A CURRENT
PROSPECTUS OF THE TRUST.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT/TRANSFER MIN ACT - __ Custodian __
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of survivorship
and not as tenants in common under Uniform Gift/Transfer to Minors
Act__________________________________
(State)

Additional abbreviations may also be used though no in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- -------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Shares of Beneficial Interest represented by the within Certificate, and do
hereby irrevocably constitute and appoint

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Attorney to transfer the said shares on the books of the within-named Trust with
full power of substitution in the premises.

Dated, _________________________
----------------------------
Owner

----------------------------
Signature of Co-Owner, if any

IMPORTANT BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH
NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

- ------------------------------------------------------------------------------

<PAGE>
EXHIBIT NO. 99.9(c)

[ FUND NAME]
500 Boylston Street o Boston o Massachusetts 02116

[ ]

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 [ ], 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,

[ ]

By:____________________________
W. Thomas London
Treasurer

Accepted and Agreed:

MFS SERVICE CENTER, INC.

By: ___________________________
Joseph W. Dello Russo
Treasurer
<PAGE>
ATTACHMENT 1
[DATE]

EXHIBIT B TO THE SHAREHOLDER
SERVICING AGENT AGREEMENT BETWEEN
MFS SERVICE CENTER, INC. ("MFSC")
AND MFS [FUND NAME] (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:

4. The fees to be paid by the Fund on behalf of its series with respect to Class
P shares of each series of the Fund to MFSC, for MFSC's services as shareholder
servicing agent, shall be:

<PAGE>
EXHIBIT NO. 99.18

MFS FUNDS
PLAN PURSUANT TO RULE 18F-3(D) UNDER THE
INVESTMENT COMPANY ACT OF 1940

Effective September 6, 1996

This Plan relating to Multiple Classes of Shares (the "Plan") has been
adopted by each of the registered investment companies (the "Trust" or
"Trusts"), identified on behalf of its various series from time to time on
Exhibit A hereto, severally and not jointly, pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940, as amended (the "1940 Act"), and sets forth the
differences in expenses among the classes of shares representing interests in
the same portfolio issued by the Trusts under a multiple distribution
arrangement and the conversion and exchange feature, if any, of each such class
of shares (the "Multiple Distribution System").

A. THE TRUSTS AND FUNDS

Each Trust is an open-end management investment company registered
under the 1940 Act, some consisting of multiple investment portfolios
or series, each of which has separate investment objectives and
policies and segregated assets (the "Fund" or "Funds").

Each Trust (if it has no series) and each Trust on behalf of each Fund
(if it has series) has entered into a management agreement with
Massachusetts Financial Services Company ("MFS") pursuant to which MFS,
subject to the general supervision of the Board of Trustees of the
Trust, provides management services. Each Trust has also entered into a
distribution agreement with MFS Fund Distributors, Inc. ("MFD") to
provide certain distribution services for the Fund, pursuant to which
MFD acts as each Fund's distributor. Certain Funds have adopted a
distribution plan (a "Rule 12b-1 Plan") in accordance with Rule 12b-1
under the 1940 Act. Transfer agency and recordkeeping functions are
provided to each Fund by MFS Service Center, Inc. ("MFSC") pursuant to
a shareholder servicing agent agreement.

B. THE MULTIPLE DISTRIBUTION SYSTEM

Under the Multiple Distribution System, each Fund may provide investors
with the option of purchasing shares either (1) with a front-end sales
load (except sales of $1 million or more and purchases by certain
retirement plans, which are subject to a contingent deferred sales
charge ("CDSC")) which may vary among Funds and, in some cases, a
distribution fee and/or service fee pursuant to a Rule 12b-1 Plan
("Class A shares") or (2) without a front-end sales load, but subject
to a CDSC as well as a distribution fee and/or a service fee pursuant
to a Rule 12b-1 Plan ("Class B shares") or (3) without a front-end
load, but subject to a CDSC, (which may differ from the CDSC applicable
to Class B shares) as well as a distribution fee and/or service fee
pursuant to a Rule 12b-1 Plan ("Class C shares") or (iv) without a
front-end load or CDSC and without a distribution or service fee
pursuant to a Rule 12b-1 plan ("Class P shares"). Some of the Funds
presently offer only certain of these classes of shares to investors.
This Plan shall apply to the classes of shares
<PAGE>
of each Fund only to the extent each Trust has designated particular
classes of shares for that Fund. The Funds may from time to time
create one or more additional classes of shares, the terms of which
may differ from the Class A shares, Class B shares, Class C shares and
Class P shares described below.

The Trusts have been offering Multiple Classes of Shares, prior to the
effectiveness of this Plan, pursuant to an exemptive order issued by
the Securities and Exchange Commission. This Plan is intended to permit
the Funds to offer Multiple Classes of Shares pursuant to Rule 18f-3
under the 1940 Act, without any change in the arrangements and expense
allocations that have previously been approved by the Trustees of each
Trust under such order of exemption.

1. Class A Shares

Class A shares are offered to investors at net asset value
plus a front-end sales load (except for certain sales, which
are subject to a CDSC). The sales load is at rates competitive
in the industry and is subject to reduction for larger
purchases and under a right of accumulation or a letter of
intention. In accordance with Section 22(d) of the 1940 Act,
the front-end sales load is waived for certain types of
investors or in connection with certain classes of
transactions. Class A shareholders are assessed an ongoing
service fee and/or distribution fee under a Rule 12b-1 Plan
based upon a percentage of the average daily net asset value
of the Class A shares. Proceeds from the front-end load,
service fee and distribution fee are used by MFD primarily to
pay initial commissions, ongoing service fees and certain
distribution-related expenses, respectively. Amounts payable
under the Rule 12b-1 Plan are subject to such further
limitations as the Trustees may from time to time determine
and as set forth in the registration statement of each Trust
as from time to time in effect.

2. Class B Shares

Class B shares are offered to investors at net asset value
without the imposition of a sales load at the time of
purchase. However, an investor's proceeds from a redemption of
Class B shares (on which a dealer commission has been paid)
within a specified period of time after purchase may be
subject to a CDSC. The CDSC is paid to and retained by MFD.
The amount of any applicable CDSC will be based upon the lower
of the net asset value at the time of purchase or at the time
of redemption as required by Rule 6c-10 under the 1940 Act.
Class B shares that are redeemed will not be subject to a CDSC
to the extent that the shares represent (1) reinvestment of
dividends or capital gain distributions, (2) shares redeemed
after a defined period of time, or (3) increases in the value
of an account due to capital appreciation. Class B
shareholders are assessed a distribution fee and/or service
fee pursuant to a Rule 12b-1 Plan. Class B shares that are
outstanding for a specified period of time will convert to
Class A shares of the Fund. See "Conversion Features" below.
Amounts payable under the Rule 12b-1 Plan are subject to such
further limitations as the Trustees may from time to time
determine and as set forth in the registration statement of
each Trust as from time to time in effect.
<PAGE>
3. Class C Shares

Class C shares are offered to investors at net asset value
without the imposition of a front-end sales load. Class C
shareholders are assessed a distribution fee and/or service
fee pursuant to a Rule 12b-1 Plan. In addition, an investor's
proceeds from a redemption of Class C shares (on which a
dealer commission has been paid) within a specified period of
time after purchase may be subject to a CDSC. The CDSC is paid
to and retained by MFD. Class C shares that are redeemed will
not be subject to a CDSC to the extent that the shares
represent (i) reinvestment of dividends or capital gains
distributions, (ii) shares redeemed after a defined period of
time, or (iii) increases in the value of an account due to
capital appreciation. Class C shares differ from Class B
shares in that (i) the Class C shares would be subject to a
lower CDSC than the Class B shares (ii) the CDSC would be
imposed on the Class C shares for a shorter period of time
than the Class B shares and (iii) Class C shares do not
convert to any other class of shares. Amounts payable under
the Rule 12b-1 Plan are subject to such further limitations as
the Trustees may from time to time determine and as set forth
in the registration statement of each Trust as from time to
time in effect.

4. Class P Shares

Class P shares are offered to certain investors at net asset
value without the imposition of a front-end load or a CDSC and
without a distribution fee and/or service fee pursuant to a
Rule 12b-1 Plan.

C. EXPENSES

Under the Multiple Distribution System, all expenses incurred by a Fund
are borne proportionately by each class of shares based on the relative
net assets attributable to each such class, except for the (i)
different distribution and service fees (and any other costs relating
to implementing the Rule 12b-1 Plan or an amendment to such Plan
including obtaining shareholder approval of the Rule 12b-1 Plan or an
amendment to such Plan); (ii) printing and postage expenses; and (iii)
shareholder servicing fees attributable to a class, which will be borne
directly by each respective class.

D. CONVERSION FEATURES

1. Conversion of Class B shares

If a shareholder's Class B shares of a Fund remain outstanding
for a specified period of time, they will automatically
convert to Class A shares of that Fund at the relative net
asset values of each of the classes, and will thereafter be
subject to the lower fee under the Class A Rule 12b-1 Plan.
Shares purchased through the reinvestment of distributions
paid in respect of Class B shares will be treated as Class B
shares for purposes of the payment of the distribution and
service fees under the Rule 12b-1 Plan applicable to Class B
shares. However, for purposes of conversion to Class A, all
shares in a shareholder's
<PAGE>
account that were purchased through the reinvestment of
distributions paid in respect of Class B shares (and which
have not converted to Class A shares as provided above) will
be held in a separate sub-account. Each time any Class B
shares in the shareholder's account (other than those in the
sub-account) convert to Class A, a portion of the Class B
shares then in the sub-account will also convert to Class A.
The portion will be determined by the ratio that the
shareholder's Class B shares not acquired through
distributions that are converting to Class A bears to the
shareholder's total Class B shares not acquired through
distributions.

2. Conversion of Other Classes

Any other class of shares may provide that shares in that
class (the "Purchase Class") will, after a period of time,
automatically convert into another class of shares (the
"Target Class") in accordance with the provisions of Rule
18f-3. Such a conversion feature would be described in the
relevant Fund's prospectus.

3. General

Any conversion of shares of one class to shares of another
class would be subject to the continuing availability of a
ruling of the Internal Revenue Service or an opinion of legal
counsel to the effect that the conversion of these shares does
not constitute a taxable event under federal tax law. Any such
conversion may be suspended if such a ruling or opinion is no
longer available. In the event such conversion does not occur,
these shares would continue to be subject for an indefinite
period to the higher distribution fees and, in some cases,
higher shareholder servicing fees of the class.

E. EXCHANGE FEATURES

Each class of shares may have different exchange features applicable to
the shares of that class. Currently, Class A shares of a Fund may be
exchanged, either all or in part, at net asset value for Class A shares
of another Fund. Class A shares of MFS Cash Reserve Fund may be
exchanged for Class A shares of another Fund at net asset value plus
that Fund's normal front-end load (except in certain situations
described in MFS Cash Reserve Fund's prospectus). Class B shares may be
exchanged, either all or in part, at net asset value for Class B shares
of another Fund. Class C shares may be exchanged, either all or in
part, at net asset value for Class C shares of another Fund. With
respect to an exchange involving shares subject to a CDSC, the CDSC
will be unaffected by the exchange and the holding period for purposes
of calculating the CDSC will carry over to the acquired shares. Each
exchange is subject to share availability and must involve shares
having an aggregate minimum value as set forth in the Fund's
prospectus. Shares of one class may not be exchanged for shares of any
other class.

F. PLAN DURATION

This Plan shall continue in effect indefinitely unless terminated or
amended as provided herein.
<PAGE>

G. TERMINATION AND AMENDMENT PROCEDURE

This Plan may be terminated at any time by a vote of a majority of the
Trustees who are not "interested persons" of the Trust ("Disinterested
Trustees") or by a vote of the holders of a "majority of the
outstanding voting securities" of the Trust. No material amendment may
be made to this Plan without the approval of a majority of the
Trustees, including a majority of the Disinterested Trustees, after a
finding that the Plan is in the best interests of each class of shares
individually and each Fund as a whole. This Plan may be amended without
Trustee approval to make a change that is not material which includes,
by way of example, to supply any omission, to cure, correct or
supplement any ambiguous, defective or inconsistent provision hereof.

H. SCOPE OF TRUST'S OBLIGATIONS

A copy of the Declaration of Trust of each Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts. It is
acknowledged that the obligations of or arising out of this Plan are
not binding upon any of the Trust's trustees, officers, employees,
agents or shareholders individually, but are binding solely upon the
assets and property of the Trust in accordance with its proportionate
interest hereunder. If this Plan is adopted by the Trust on behalf of
one or more series of the Trust, it is further acknowledged that the
assets and liabilities of each series of the Trust are separate and
distinct and that the obligations of or arising out of this Plan are
binding solely upon the assets or property of the series on whose
behalf the Trust has adopted this Plan. If the Trust has adopted this
Plan on behalf of more than one series of the Trust, it is also
acknowledged that the obligations of each series hereunder shall be
several and not joint, in accordance with its proportionate interest
hereunder, and no series shall be responsible for the obligations of
another series.

I. MISCELLANEOUS PROVISIONS

As used in this Plan, the terms "interested person" and "majority of
the outstanding voting securities" are used as defined in the 1940 Act.
This Plan shall be administered and construed in accordance with the
laws of The Commonwealth of Massachusetts and the applicable provisions
of the 1940 Act and the Rules and Regulations promulgated thereunder.
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.
<PAGE>
EXHIBIT A

Dated: September 6, 1996

<TABLE>
<CAPTION>
<S> <C>
MFS SERIES TRUST I: MFS SERIES TRUST IX:
MFS Managed Sectors Fund MFS Bond Fund
MFS Cash Reserve Fund MFS Limited Maturity Fund
MFS World Asset Allocation Fund MFS Municipal Limited Maturity Fund
MFS Aggressive Growth Fund
MFS Research Growth and Income Fund MFS SERIES TRUST X:
MFS Core Growth Fund MFS Government Mortgage Fund
MFS Equity Income Fund MFS/Foreign & Colonial Emerging Markets Equity Fund
MFS Special Opportunities Fund MFS/Foreign & Colonial International Growth Fund
MFS/Foreign & Colonial International Growth and Income Fund
MFS SERIES TRUST II:
MFS Emerging Growth Fund MFS MUNICIPAL SERIES TRUST:
MFS Capital Growth Fund MFS Alabama Municipal Bond Fund
MFS Intermediate Income Fund MFS Arkansas Municipal Bond Fund
MFS Gold & Natural Resources Fund MFS California Municipal Bond Fund
MFS Florida Municipal Bond Fund
MFS SERIES TRUST III: MFS Georgia Municipal Bond Fund
MFS High Income Fund MFS Maryland Municipal Bond Fund
MFS Municipal High Income Fund MFS Massachusetts Municipal Bond Fund
MFS Mississippi Municipal Bond Fund
MFS SERIES TRUST IV: MFS New York Municipal Bond Fund
MFS Municipal Bond Fund MFS North Carolina Municipal Bond Fund
MFS OTC Fund MFS Pennsylvania Municipal Bond Fund
MFS South Carolina Municipal Bond Fund
MFS SERIES TRUST V: MFS Tennessee Municipal Bond Fund
MFS Total Return Fund MFS Virginia Municipal Bond Fund
MFS Research Fund MFS West Virginia Municipal Bond Fund
MFS Municipal Income Fund
MFS SERIES TRUST VI:
MFS World Total Return Fund MASSACHUSETTS INVESTORS TRUST
MFS Utilities Fund
MFS World Equity Fund MASSACHUSETTS INVESTORS GROWTH STOCK FUND

MFS SERIES TRUST VII: MFS GROWTH OPPORTUNITIES FUND
MFS World Governments Fund
MFS Value Fund MFS GOVERNMENT SECURITIES FUND

MFS SERIES TRUST VIII: MFS GOVERNMENT LIMITED MATURITY FUND
MFS Strategic Income Fund
MFS World Growth Fund
</TABLE>