N-CSR 1 f24083d1.htm MASSACHUSETTS INVESTORS GROWTH STOCK FUND NCSR Massachusetts Investors Growth Stock Fund NCSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-00859

MASSACHUSETTS INVESTORS GROWTH STOCK FUND

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199 (Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant's telephone number, including area code: (617) 954-5000

Date of fiscal year end: November 30

Date of reporting period: November 30, 2022

ITEM 1. REPORTS TO STOCKHOLDERS.

Item 1(a):


Annual Report
November 30, 2022
Massachusetts Investors
Growth Stock Fund
MIG-ANN


Massachusetts Investors
Growth Stock Fund
CONTENTS
The report is prepared for the general information of shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK GUARANTEE


LETTER FROM THE CHAIR AND CEO
Dear Shareholders:
Global markets have recently been buffeted by a series of crosscurrents, including rising inflation, tighter financial conditions, and evolving geopolitical tensions. Consequently, at a time when global growth faces multiple headwinds, central banks have been presented with the challenge of reining in rising prices without tipping economies into recession. The U.S. Federal Reserve has made it clear that rates must move higher and tighter policy must be sustained to restore price stability and that this will likely bring some pain to households and businesses. Against that backdrop, richly valued, interest rate–sensitive growth equities have been hit particularly hard by rising interest rates. Volatility has ebbed and flowed, driven largely by the market’s focus on the potential for shifts in the trajectory of central bank policy.
There are, however, encouraging signs for the markets. China recently significantly relaxed its zero-COVID policy, and while cases there have increased dramatically, the hope is that an earlier economic reopening may be achieved once the current wave of infections subsides. Meanwhile, unemployment is low and global supply chain bottlenecks are easing. Additionally, easier Chinese monetary and regulatory policies and the record pace of corporate stock buybacks are supportive elements, albeit in an otherwise turbulent investment environment.
It is important to have a deep understanding of company fundamentals during times of market transition, and we have built our unique global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating increasingly complex global capital markets. Our investment team is guided by a commitment to long-term fundamental investing. Our global investment platform — combining collective expertise, long-term discipline, and thoughtful risk management — seeks to uncover what we believe are the best, most durable investment ideas in markets around the world, enabling us to potentially create value for investors.
Respectfully,
Michael W. Roberge
Chair and Chief Executive Officer
MFS Investment Management
January 13, 2023
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
1

Portfolio Composition
Portfolio structure
Top ten holdings
Microsoft Corp. 10.6%
Alphabet, Inc., “A” 6.8%
Apple, Inc. 5.2%
Visa, Inc., “A” 4.0%
Accenture PLC, “A” 3.6%
Amphenol Corp., “A” 2.5%
Church & Dwight Co., Inc. 2.5%
Aon PLC 2.5%
Electronic Arts, Inc. 2.3%
NIKE, Inc., “B” 2.2%
GICS equity sectors (g)
Information Technology 39.7%
Health Care 14.6%
Communication Services 10.1%
Consumer Discretionary 9.5%
Consumer Staples 7.5%
Financials 7.0%
Industrials 6.7%
Real Estate 1.6%
Materials 1.2%
Utilities 1.0%
 
(g) The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of November 30, 2022.
The portfolio is actively managed and current holdings may be different.
2

Management Review
Summary of Results
For the twelve months ended November 30, 2022, Class A shares of the Massachusetts Investors Growth Stock Fund (fund) provided a total return of -10.03%, at net asset value. This compares with a return of -21.64% for the fund’s benchmark, the Russell 1000® Growth Index.
Market Environment
During the reporting period, markets continued to grapple with the strongest global inflationary pressures in decades along with signs of slowing economic growth. Intermittent coronavirus flareups, particularly in China, where home-grown vaccines have proved less effective than elsewhere, kept supply chains stretched for a considerable period. At the same time, the reopening of the economy in the parts of the world where the virus has been better contained has led to a shift in consumption patterns in favor of services, straining already tight labor markets in most developed economies, while reducing demand for manufactured goods, primarily from Asia. As a result of Russia’s invasion of Ukraine, geopolitical considerations, such as sanctions and trade bans, have resulted in additional supply chain disruptions and volatile global energy prices. Taken together, these factors have contributed to market volatility.
The ripple effects from the Russian invasion further complicated the mission central banks must undertake to rein in surging inflation. Energy shocks have historically resulted in global growth slowdowns, if not pullbacks, so policymakers will find themselves in the difficult position of trying to restrain inflation without tipping economies into recession. Despite the challenging macroeconomic and geopolitical environment, policymakers remained focused on controlling inflation, although investors appeared to have expected varying degrees of action from the central banks. Among the developed market central banks, the Fed was expected to have the most aggressive monetary policy for curbing inflation and the European Central Bank less so, given the growth-depleting effects on Europe's economy stemming from the invasion, while the Bank of Japan remained on the monetary sidelines, leading to a dramatic weakening of the yen.
Against an environment of still-tight labor markets, tighter global financial conditions and volatile materials prices, investor anxiety appeared to have increased over the potential that corporate profit margins may be past peak for this cycle. That said, tentative signs that supply chain bottlenecks (particularly semiconductors) may be easing, low levels of unemployment across developed markets and hopes that inflation levels may be near a peak were supportive factors for the macroeconomic backdrop.
Contributors to Performance
Security selection within both the consumer discretionary and information technology sectors contributed to the fund’s performance relative to the Russell 1000® Growth Index. Within the consumer discretionary sector, the fund’s avoidance of weak-performing internet retailer Amazon.com and electric vehicle manufacturer Tesla, and its holdings of dollar store operator Dollarama(b)(h) (Canada), aided relative returns. Although Tesla reported strong financial results, its share price fell as production shutdowns at its Shanghai plant and reduced vehicle deliveries appeared to have weighed on investor sentiment. Within the information technology sector, not
3

Management Review - continued
owning shares of computer graphics processor maker NVIDIA, and the fund’s overweight position in financial technology services provider Fiserv, supported relative performance. The stock price of NVIDIA declined as the company reported lower-than-expected revenue derived from its gaming segment as demand in crypto mining subsided and inventory levels swelled.
Stock selection within the communication services sector also supported the fund’s relative results. Here, avoiding shares of social networking service provider Meta Platforms bolstered relative performance. The share price of Meta Platforms came under pressure as the company posted a softer-than-expected outlook for the remainder of the year, reflecting uncertain macroeconomic conditions and further weakening of online advertisement demand.
Stocks in other sectors that supported relative performance included the fund’s holdings of medical devices maker Boston Scientific(b) and its overweight positions in global consumer products company Colgate-Palmolive, financial services provider Charles Schwab and global health services provider Cigna. The stock price of Boston Scientific advanced as the company reported above-consensus earnings, primarily driven by stronger-than-expected revenues within its Interventional Cardiology and Watchman segments.
Detractors from Performance
Security selection within the industrials sector detracted from the fund’s relative performance. Within this sector, not owning shares of defense contractor Lockheed Martin and agricultural equipment manufacturer Deere & Co held back relative returns. The share price of Lockheed Martin rose as the company benefited from increased weapons procurement contracts related to the war in Ukraine and better-than-expected cash flow.
Not owning securities within the strong-performing energy sector also weighed on the fund’s relative performance. There were no individual securities within this sector, either in the fund or in the benchmark, that were among the fund's top relative detractors for the reporting period.
Elsewhere, the fund’s underweight position in computer and personal electronics maker Apple weakened relative performance. The stock price of Apple advanced on better-than-expected revenues, driven by lower-than-anticipated supply chain impacts. Despite ongoing component shortages impacting Mac and iPad sales, and global currency headwinds, Apple continued to demonstrate the strength of its product ecosystem with broad-based growth. iPhone sales remained strong across all regions with revenue growth ahead of estimates. Not owning shares of pharmaceutical companies, Abbvie and Eli Lily, beverage maker Coca-Cola, biotechnology firm Amgen, broadband communications and networking services company Broadcom and wholesale retailer Costco Wholesale also dampened relative performance. Holdings of sportswear and sports equipment manufacturer Adidas AG(b)(h) (Germany) further weighed on the fund’s relative returns.
4

Management Review - continued
Respectfully,
Portfolio Manager(s)
Jeffrey Constantino and Joseph Skorski
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
5

Performance Summary THROUGH 11/30/22
The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the redemption of fund shares.
Growth of a Hypothetical $10,000 Investment
6

Performance Summary  - continued
Total Returns through 11/30/22
Average annual without sales charge
Share Class Class Inception Date 1-yr 5-yr 10-yr
A 1/01/35 (10.03)% 13.38% 13.99%
B 9/07/93 (10.74)% 12.53% 13.14%
C 11/03/97 (10.71)% 12.53% 13.13%
I 1/02/97 (9.81)% 13.66% 14.27%
R1 4/01/05 (10.71)% 12.53% 13.13%
R2 10/31/03 (10.26)% 13.09% 13.69%
R3 4/01/05 (10.05)% 13.37% 13.98%
R4 4/01/05 (9.81)% 13.65% 14.27%
R6 6/01/12 (9.72)% 13.77% 14.38%
Comparative benchmark(s)
Russell 1000® Growth Index (f) (21.64)% 12.92% 15.01%
Average annual with sales charge
       
A
With Initial Sales Charge (5.75%)
(15.21)% 12.05% 13.32%
B
With CDSC (Declining over six years from 4% to 0%) (v)
(13.94)% 12.28% 13.14%
C
With CDSC (1% for 12 months) (v)
(11.52)% 12.53% 13.13%
CDSC – Contingent Deferred Sales Charge.
Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.
(f) Source: FactSet Research Systems Inc.
(v) Assuming redemption at the end of the applicable period.
Benchmark Definition(s)
Russell 1000® Growth Index(h) – constructed to provide a comprehensive barometer for growth securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values.
It is not possible to invest directly in an index.
(h) Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this document. No further distribution of Russell Data is permitted without Russell's express written consent. Russell does not promote, sponsor, or endorse the content of this document.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
7

Performance Summary  - continued
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
8

Expense Table
Fund expenses borne by the shareholders during the period,
June 1, 2022 through November 30, 2022
As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period June 1, 2022 through November 30, 2022.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
9

Expense Table - continued
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
6/01/22
Ending
Account Value
11/30/22
Expenses
Paid During
Period (p)
6/01/22-11/30/22
A Actual 0.72% $1,000.00 $990.27 $3.59
Hypothetical (h) 0.72% $1,000.00 $1,021.46 $3.65
B Actual 1.47% $1,000.00 $986.46 $7.32
Hypothetical (h) 1.47% $1,000.00 $1,017.70 $7.44
C Actual 1.47% $1,000.00 $986.33 $7.32
Hypothetical (h) 1.47% $1,000.00 $1,017.70 $7.44
I Actual 0.47% $1,000.00 $991.44 $2.35
Hypothetical (h) 0.47% $1,000.00 $1,022.71 $2.38
R1 Actual 1.47% $1,000.00 $986.40 $7.32
Hypothetical (h) 1.47% $1,000.00 $1,017.70 $7.44
R2 Actual 0.97% $1,000.00 $989.01 $4.84
Hypothetical (h) 0.97% $1,000.00 $1,020.21 $4.91
R3 Actual 0.72% $1,000.00 $990.12 $3.59
Hypothetical (h) 0.72% $1,000.00 $1,021.46 $3.65
R4 Actual 0.47% $1,000.00 $991.46 $2.35
Hypothetical (h) 0.47% $1,000.00 $1,022.71 $2.38
R6 Actual 0.38% $1,000.00 $991.98 $1.90
Hypothetical (h) 0.38% $1,000.00 $1,023.16 $1.93
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).  Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.
10

Portfolio of Investments
11/30/22
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 98.9%
Apparel Manufacturers – 3.3%  
LVMH Moet Hennessy Louis Vuitton SE   141,279 $109,386,780
NIKE, Inc., “B”   2,047,149 224,551,774
        $333,938,554
Automotive – 1.8%  
Aptiv PLC (a)   1,720,374 $183,512,295
Brokerage & Asset Managers – 2.0%  
Blackstone, Inc.   457,852 $41,907,193
Charles Schwab Corp.   1,882,409 155,374,039
        $197,281,232
Business Services – 9.2%  
Accenture PLC, “A”   1,198,715 $360,729,305
Cognizant Technology Solutions Corp., “A”   1,025,299 63,783,851
Equifax, Inc.   734,810 145,029,450
Fidelity National Information Services, Inc.   1,482,775 107,619,809
Fiserv, Inc. (a)   1,809,428 188,831,906
Verisk Analytics, Inc., “A”   316,933 58,223,761
        $924,218,082
Computer Software – 14.2%  
Adobe Systems, Inc. (a)   609,285 $210,160,675
Black Knight, Inc. (a)   2,306,246 142,964,190
Microsoft Corp.   4,158,861 1,061,091,795
        $1,414,216,660
Computer Software - Systems – 5.2%  
Apple, Inc.   3,508,138 $519,309,668
Construction – 2.5%  
Otis Worldwide Corp.   1,567,757 $122,426,144
Sherwin-Williams Co.   493,278 122,915,012
        $245,341,156
Consumer Products – 4.5%  
Church & Dwight Co., Inc.   3,060,537 $250,566,164
Colgate-Palmolive Co.   1,258,735 97,526,788
Estee Lauder Cos., Inc., “A”   431,799 101,813,886
        $449,906,838
11

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Electrical Equipment – 5.9%  
Amphenol Corp., “A”   3,162,327 $254,345,960
Fortive Corp.   2,904,118 196,173,171
TE Connectivity Ltd.   1,137,989 143,523,173
        $594,042,304
Electronics – 3.1%  
Analog Devices, Inc.   696,832 $119,792,389
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   921,439 76,461,008
Texas Instruments, Inc.   637,429 115,030,438
        $311,283,835
Food & Beverages – 3.0%  
McCormick & Co., Inc.   1,850,230 $157,602,592
PepsiCo, Inc.   743,165 137,864,539
        $295,467,131
Health Maintenance Organizations – 0.8%  
Cigna Corp.   227,638 $74,867,862
Insurance – 3.7%  
Aon PLC   803,479 $247,696,506
Marsh & McLennan Cos., Inc.   726,169 125,757,948
        $373,454,454
Internet – 8.5%  
Alphabet, Inc., “A” (a)   6,698,887 $676,520,598
Gartner, Inc. (a)   230,752 80,848,578
Tencent Holdings Ltd.   2,558,100 96,124,976
        $853,494,152
Leisure & Toys – 2.3%  
Electronic Arts, Inc.   1,778,307 $232,566,989
Medical & Health Technology & Services – 2.1%  
ICON PLC (a)   952,434 $205,192,381
Medical Equipment – 11.8%  
Abbott Laboratories   888,038 $95,535,128
Agilent Technologies, Inc.   955,617 148,101,523
Becton, Dickinson and Co.   603,798 150,550,993
Boston Scientific Corp. (a)   4,685,451 212,110,367
Danaher Corp.   492,712 134,712,388
STERIS PLC   751,025 139,495,383
Stryker Corp.   416,509 97,417,290
12

Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Medical Equipment – continued  
Thermo Fisher Scientific, Inc.   362,881 $203,293,194
        $1,181,216,266
Other Banks & Diversified Financials – 6.6%  
Mastercard, Inc., “A”   342,305 $121,997,502
Moody's Corp.   447,476 133,468,666
Visa, Inc., “A”   1,846,453 400,680,301
        $656,146,469
Railroad & Shipping – 1.5%  
Canadian Pacific Railway Ltd.   1,806,562 $147,975,493
Restaurants – 1.1%  
Starbucks Corp.   1,053,188 $107,635,814
Specialty Stores – 3.2%  
Ross Stores, Inc.   1,653,229 $194,535,457
TJX Cos., Inc.   1,617,204 129,457,180
        $323,992,637
Telecommunications - Wireless – 1.6%  
American Tower Corp., REIT   734,895 $162,595,519
Utilities - Electric Power – 1.0%  
Xcel Energy, Inc.   1,376,059 $96,626,863
Total Common Stocks (Identified Cost, $5,609,039,845)   $9,884,282,654
Investment Companies (h) – 1.1%
Money Market Funds – 1.1%  
MFS Institutional Money Market Portfolio, 3.67% (v) (Identified Cost, $114,812,219)     114,818,204 $114,818,204
Other Assets, Less Liabilities – (0.0)%   (2,496,375)
Net Assets – 100.0% $9,996,604,483
    
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $114,818,204 and $9,884,282,654, respectively.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
13

Portfolio of Investments – continued
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
REIT Real Estate Investment Trust
See Notes to Financial Statements
14

Financial Statements
Statement of Assets and Liabilities
At 11/30/22
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets  
Investments in unaffiliated issuers, at value (identified cost, $5,609,039,845) $9,884,282,654
Investments in affiliated issuers, at value (identified cost, $114,812,219) 114,818,204
Receivables for  
Fund shares sold 14,405,746
Dividends 10,527,823
Other assets 33,660
Total assets $10,024,068,087
Liabilities  
Payables for  
Investments purchased $12,920,093
Fund shares reacquired 11,654,673
Payable to affiliates  
Investment adviser 174,464
Administrative services fee 3,502
Shareholder servicing costs 2,319,512
Distribution and service fees 72,337
Payable for independent Trustees' compensation 3,058
Deferred country tax expense payable 15
Accrued expenses and other liabilities 315,950
Total liabilities $27,463,604
Net assets $9,996,604,483
Net assets consist of  
Paid-in capital $5,400,734,183
Total distributable earnings (loss) 4,595,870,300
Net assets $9,996,604,483
Shares of beneficial interest outstanding 273,383,229
15

Statement of Assets and Liabilities – continued
  Net assets Shares
outstanding
Net asset value
per share (a)
Class A $4,348,371,717 120,553,624 $36.07
Class B 19,507,519 679,154 28.72
Class C 53,969,167 1,896,954 28.45
Class I 1,392,386,582 37,064,905 37.57
Class R1 26,185,926 939,287 27.88
Class R2 86,455,818 2,498,761 34.60
Class R3 767,180,530 21,589,923 35.53
Class R4 542,762,364 14,871,185 36.50
Class R6 2,759,784,860 73,289,436 37.66
    
(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $38.27 [100 / 94.25 x $36.07]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.
See Notes to Financial Statements
16

Financial Statements
Statement of Operations
Year ended 11/30/22
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Net investment income (loss)  
Income  
Dividends $103,392,026
Dividends from affiliated issuers 1,026,009
Other 15,601
Foreign taxes withheld (968,696)
Total investment income $103,464,940
Expenses  
Management fee $33,204,249
Distribution and service fees 15,008,172
Shareholder servicing costs 8,972,749
Program manager fees 14,900
Administrative services fee 660,801
Independent Trustees' compensation 114,767
Custodian fee 386,710
Shareholder communications 333,459
Audit and tax fees 73,764
Legal fees 43,111
Miscellaneous 450,211
Total expenses $59,262,893
Fees paid indirectly (898)
Reduction of expenses by distributor (51,343)
Net expenses $59,210,652
Net investment income (loss) $44,254,288
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $330,967,947
Affiliated issuers (4,695)
Foreign currency (53,376)
Net realized gain (loss) $330,909,876
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $(1,448,623,967)
Affiliated issuers 5,984
Translation of assets and liabilities in foreign currencies (140,245)
Net unrealized gain (loss) $(1,448,758,228)
Net realized and unrealized gain (loss) $(1,117,848,352)
Change in net assets from operations $(1,073,594,064)
See Notes to Financial Statements
17

Financial Statements
Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  11/30/22 11/30/21
Change in net assets    
From operations    
Net investment income (loss) $44,254,288 $34,329,313
Net realized gain (loss) 330,909,876 1,027,136,315
Net unrealized gain (loss) (1,448,758,228) 1,122,991,859
Change in net assets from operations $(1,073,594,064) $2,184,457,487
Total distributions to shareholders $(981,661,411) $(874,638,159)
Change in net assets from fund share transactions $811,254,190 $209,233,618
Total change in net assets $(1,244,001,285) $1,519,052,946
Net assets    
At beginning of period 11,240,605,768 9,721,552,822
At end of period $9,996,604,483 $11,240,605,768
See Notes to Financial Statements
18

Financial Statements
Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Class A Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $43.82 $38.83 $34.13 $30.34 $29.26
Income (loss) from investment operations
Net investment income (loss) (d) $0.12 $0.09 $0.13 $0.19 $0.22
Net realized and unrealized gain (loss) (4.04) 8.38 6.92 6.41 2.77
 Total from investment operations  $(3.92)  $8.47  $7.05  $6.60  $2.99
Less distributions declared to shareholders
From net investment income $(0.08) $(0.06) $(0.09) $(0.27) $(0.25)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.83)  $(3.48)  $(2.35)  $(2.81)  $(1.91)
 Net asset value, end of period (x)  $36.07  $43.82  $38.83  $34.13  $30.34
 Total return (%) (r)(s)(t)(x) (10.03) 23.43 21.97 24.88 10.79
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.71 0.70 0.71 0.72 0.72
Expenses after expense reductions (f) 0.71 0.70 0.70 0.70 0.70
Net investment income (loss) 0.32 0.21 0.38 0.62 0.75
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $4,348,372  $5,146,629  $4,577,864  $4,439,886  $3,820,208
See Notes to Financial Statements
19

Financial Highlights – continued
Class B Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $35.82 $32.52 $29.07 $26.24 $25.54
Income (loss) from investment operations
Net investment income (loss) (d) $(0.13) $(0.18) $(0.10) $(0.04) $(0.00)(w)
Net realized and unrealized gain (loss) (3.22) 6.90 5.81 5.47 2.41
 Total from investment operations  $(3.35)  $6.72  $5.71  $5.43  $2.41
Less distributions declared to shareholders
From net investment income $— $— $— $(0.06) $(0.05)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.75)  $(3.42)  $(2.26)  $(2.60)  $(1.71)
 Net asset value, end of period (x)  $28.72  $35.82  $32.52  $29.07  $26.24
 Total return (%) (r)(s)(t)(x) (10.71) 22.48 21.07 23.93 9.98
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.46 1.45 1.46 1.47 1.47
Expenses after expense reductions (f) 1.46 1.45 1.45 1.46 1.46
Net investment income (loss) (0.44) (0.54) (0.37) (0.14) (0.02)
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $19,508  $30,943  $37,539  $45,867  $49,446
    
Class C Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $35.52 $32.27 $28.86 $26.01 $25.34
Income (loss) from investment operations
Net investment income (loss) (d) $(0.13) $(0.18) $(0.11) $(0.04) $(0.01)
Net realized and unrealized gain (loss) (3.19) 6.85 5.78 5.43 2.40
 Total from investment operations  $(3.32)  $6.67  $5.67  $5.39  $2.39
Less distributions declared to shareholders
From net investment income $— $— $— $— $(0.06)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.75)  $(3.42)  $(2.26)  $(2.54)  $(1.72)
 Net asset value, end of period (x)  $28.45  $35.52  $32.27  $28.86  $26.01
 Total return (%) (r)(s)(t)(x) (10.71) 22.50 21.08 23.90 9.97
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.46 1.45 1.46 1.47 1.47
Expenses after expense reductions (f) 1.46 1.45 1.46 1.47 1.47
Net investment income (loss) (0.44) (0.54) (0.38) (0.15) (0.04)
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $53,969  $72,795  $83,412  $88,997  $87,033
See Notes to Financial Statements
20

Financial Highlights – continued
Class I Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $45.48 $40.17 $35.22 $31.23 $30.03
Income (loss) from investment operations
Net investment income (loss) (d) $0.22 $0.19 $0.21 $0.27 $0.30
Net realized and unrealized gain (loss) (4.21) 8.69 7.16 6.60 2.85
 Total from investment operations  $(3.99)  $8.88  $7.37  $6.87  $3.15
Less distributions declared to shareholders
From net investment income $(0.17) $(0.15) $(0.16) $(0.34) $(0.29)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.92)  $(3.57)  $(2.42)  $(2.88)  $(1.95)
 Net asset value, end of period (x)  $37.57  $45.48  $40.17  $35.22  $31.23
 Total return (%) (r)(s)(t)(x) (9.81) 23.75 22.27 25.13 11.08
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.46 0.45 0.46 0.47 0.47
Expenses after expense reductions (f) N/A N/A N/A N/A N/A
Net investment income (loss) 0.57 0.46 0.61 0.85 0.98
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $1,392,387  $1,295,848  $1,081,555  $448,834  $321,629
See Notes to Financial Statements
21

Financial Highlights – continued
Class R1 Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $34.88 $31.74 $28.43 $25.75 $25.11
Income (loss) from investment operations
Net investment income (loss) (d) $(0.13) $(0.18) $(0.11) $(0.04) $(0.01)
Net realized and unrealized gain (loss) (3.12) 6.74 5.68 5.34 2.38
 Total from investment operations  $(3.25)  $6.56  $5.57  $5.30  $2.37
Less distributions declared to shareholders
From net investment income $— $— $— $(0.08) $(0.07)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.75)  $(3.42)  $(2.26)  $(2.62)  $(1.73)
 Net asset value, end of period (x)  $27.88  $34.88  $31.74  $28.43  $25.75
 Total return (%) (r)(s)(t)(x) (10.71) 22.53 21.04 23.89 9.98
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.46 1.45 1.46 1.47 1.47
Expenses after expense reductions (f) N/A 1.45 1.46 1.47 1.47
Net investment income (loss) (0.44) (0.54) (0.39) (0.15) (0.02)
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $26,186  $34,847  $31,338  $31,740  $29,906
    
Class R2 Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $42.21 $37.56 $33.08 $29.44 $28.44
Income (loss) from investment operations
Net investment income (loss) (d) $0.02 $(0.02) $0.04 $0.10 $0.13
Net realized and unrealized gain (loss) (3.88) 8.09 6.70 6.23 2.70
 Total from investment operations  $(3.86)  $8.07  $6.74  $6.33  $2.83
Less distributions declared to shareholders
From net investment income $— $— $— $(0.15) $(0.17)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.75)  $(3.42)  $(2.26)  $(2.69)  $(1.83)
 Net asset value, end of period (x)  $34.60  $42.21  $37.56  $33.08  $29.44
 Total return (%) (r)(s)(t)(x) (10.26) 23.11 21.66 24.53 10.51
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.96 0.95 0.96 0.97 0.97
Expenses after expense reductions (f) N/A N/A N/A 0.97 0.97
Net investment income (loss) 0.06 (0.04) 0.12 0.35 0.46
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $86,456  $99,936  $98,154  $108,772  $116,603
See Notes to Financial Statements
22

Financial Highlights – continued
Class R3 Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $43.23 $38.35 $33.72 $30.01 $28.96
Income (loss) from investment operations
Net investment income (loss) (d) $0.12 $0.08 $0.12 $0.18 $0.21
Net realized and unrealized gain (loss) (3.99) 8.27 6.85 6.33 2.75
 Total from investment operations  $(3.87)  $8.35  $6.97  $6.51  $2.96
Less distributions declared to shareholders
From net investment income $(0.08) $(0.05) $(0.08) $(0.26) $(0.25)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.83)  $(3.47)  $(2.34)  $(2.80)  $(1.91)
 Net asset value, end of period (x)  $35.53  $43.23  $38.35  $33.72  $30.01
 Total return (%) (r)(s)(t)(x) (10.05) 23.43 22.00 24.83 10.79
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.71 0.70 0.71 0.72 0.72
Expenses after expense reductions (f) N/A N/A N/A 0.72 0.72
Net investment income (loss) 0.32 0.21 0.36 0.60 0.73
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $767,181  $666,801  $630,579  $605,466  $585,524
    
Class R4 Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $44.29 $39.21 $34.43 $30.60 $29.49
Income (loss) from investment operations
Net investment income (loss) (d) $0.21 $0.19 $0.21 $0.26 $0.29
Net realized and unrealized gain (loss) (4.08) 8.46 6.99 6.45 2.79
 Total from investment operations  $(3.87)  $8.65  $7.20  $6.71  $3.08
Less distributions declared to shareholders
From net investment income $(0.17) $(0.15) $(0.16) $(0.34) $(0.31)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.92)  $(3.57)  $(2.42)  $(2.88)  $(1.97)
 Net asset value, end of period (x)  $36.50  $44.29  $39.21  $34.43  $30.60
 Total return (%) (r)(s)(t)(x) (9.81) 23.73 22.29 25.12 11.07
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.46 0.45 0.46 0.47 0.47
Expenses after expense reductions (f) N/A N/A N/A N/A N/A
Net investment income (loss) 0.56 0.46 0.61 0.85 0.97
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $542,762  $926,069  $845,653  $775,528  $633,571
See Notes to Financial Statements
23

Financial Highlights – continued
Class R6 Year ended
  11/30/22 11/30/21 11/30/20 11/30/19 11/30/18
Net asset value, beginning of period $45.57 $40.24 $35.27 $31.28 $30.10
Income (loss) from investment operations
Net investment income (loss) (d) $0.25 $0.23 $0.24 $0.30 $0.32
Net realized and unrealized gain (loss) (4.20) 8.70 7.18 6.60 2.86
 Total from investment operations  $(3.95)  $8.93  $7.42  $6.90  $3.18
Less distributions declared to shareholders
From net investment income $(0.21) $(0.18) $(0.19) $(0.37) $(0.34)
From net realized gain (3.75) (3.42) (2.26) (2.54) (1.66)
 Total distributions declared to shareholders  $(3.96)  $(3.60)  $(2.45)  $(2.91)  $(2.00)
 Net asset value, end of period (x)  $37.66  $45.57  $40.24  $35.27  $31.28
 Total return (%) (r)(s)(t)(x) (9.72) 23.85 22.40 25.23 11.19
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.37 0.36 0.37 0.37 0.38
Expenses after expense reductions (f) N/A N/A N/A N/A N/A
Net investment income (loss) 0.66 0.55 0.70 0.95 1.07
Portfolio turnover 20 17 39 23 18
Net assets at end of period (000 omitted)  $2,759,785  $2,902,199  $2,285,191  $1,685,286  $1,163,525
    
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable. See Note 2 in the Notes to Financial Statements for additional information.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(t) Total returns do not include any applicable sales charges.
(w) Per share amount was less than $0.01.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
24

Notes to Financial Statements
(1) Business and Organization
Massachusetts Investors Growth Stock Fund (the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2) Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
In June 2022, the FASB issued Accounting Standards Update 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which affects all entities that have investments in equity securities measured at fair value that are subject to contractual sale restrictions. ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is a characteristic of the reporting entity holding the equity security rather than a characteristic of the asset and, therefore, is not considered in measuring the fair value of the equity security. The fund decided to early adopt ASU 2022-03 effective as of June 30, 2022 as the guidance in ASU 2022-03 was consistent with the fund’s existing practices for fair value measurement.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations Subject to its oversight, the fund's Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments to MFS as the fund's adviser, pursuant to the fund’s valuation policy and procedures which have been adopted by the adviser and approved by the Board. Effective September 8, 2022, and in accordance with Rule 2a-5 under the Investment Company Act of 1940, the Board of Trustees designated the adviser as the “valuation designee” of the fund. If the adviser, as valuation designee, determines that
25

Notes to Financial Statements  - continued
reliable market quotations are not readily available for an investment, the investment is valued at fair value as determined in good faith by the adviser in accordance with the adviser’s fair valuation policy and procedures.
Under the fund's valuation policy and procedures, equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value.
Open-end investment companies are generally valued at net asset value per share. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
Under the fund’s valuation policy and procedures, market quotations are not considered to be readily available for debt instruments, floating rate loans, and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services or otherwise determined by the adviser in accordance with the adviser’s fair valuation policy and procedures. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, spreads and other market data. An investment may also be valued at fair value if the adviser determines that the investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of
26

Notes to Financial Statements  - continued
input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes significant unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of November 30, 2022 in valuing the fund's assets and liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
United States $9,454,334,397 $— $— $9,454,334,397
Canada 147,975,493 147,975,493
France 109,386,780 109,386,780
China 96,124,976 96,124,976
Taiwan 76,461,008 76,461,008
Mutual Funds 114,818,204 114,818,204
Total $9,793,589,102 $205,511,756 $— $9,999,100,858
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.
27

Notes to Financial Statements  - continued
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Fees Paid Indirectly — The fund's custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended November 30, 2022, is shown as a reduction of total expenses in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals and treating a portion of the proceeds from redemptions as a distribution for tax purposes.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
11/30/22
Year ended
11/30/21
Ordinary income (including any short-term capital gains) $117,818,676 $25,001,752
Long-term capital gains 863,842,735 849,636,407
Total distributions $981,661,411 $874,638,159
28

Notes to Financial Statements  - continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 11/30/22  
Cost of investments $5,735,953,806
Gross appreciation 4,417,642,765
Gross depreciation (154,495,713)
Net unrealized appreciation (depreciation) $4,263,147,052
Undistributed ordinary income 43,919,508
Undistributed long-term capital gain 288,852,731
Other temporary differences (48,991)
Total distributable earnings (loss) $4,595,870,300
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution, service, and program manager fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. Class B and Class C shares will convert to Class A shares approximately eight years after purchase. Effective March 21, 2022, all Class 529B and Class 529C shares were converted into Class 529A shares. Effective May 20, 2022, all Class 529A shares were redeemed. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
11/30/22
  Year
ended
11/30/21
Class A $448,398,919   $411,432,344
Class B 3,216,341   3,818,345
Class C 7,675,117   8,551,247
Class I 111,684,586   96,152,941
Class R1 3,734,920   3,403,483
Class R2 8,886,299   8,852,415
Class R3 58,976,828   56,121,324
Class R4 81,401,929   76,996,863
Class R6 251,875,230   204,480,230
Class 529A 5,042,699   4,034,194
Class 529B 73,670   73,744
Class 529C 694,873   721,029
Total $981,661,411   $874,638,159
(3) Transactions with Affiliates
Note regarding references to Class 529A, Class 529B, and Class 529C shares in this “Note (3) Transactions with Affiliates”: Effective March 21, 2022, all Class 529B and Class 529C shares were converted into Class 529A shares. Effective May 20, 2022, all Class 529A shares were redeemed. Accordingly, information with respect to Class 529B and Class 529C shares is for the period ending March 21, 2022, and information with respect to Class 529A shares is for the period ending May 20, 2022.
29

Notes to Financial Statements  - continued
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.33% of the fund’s average daily net assets.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $284,572 and $11,923 for the year ended November 30, 2022, as its portion of the initial sales charge on sales of Class A and Class 529A shares of the fund, respectively.
The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Distribution Plan Fee Table:
  Distribution
Fee Rate (d)
Service
Fee Rate (d)
Total
Distribution
Plan (d)
Annual
Effective
Rate (e)
Distribution
and Service
Fee
Class A 0.25% 0.25% 0.25% $ 11,356,702
Class B 0.75% 0.25% 1.00% 1.00% 240,155
Class C 0.75% 0.25% 1.00% 1.00% 602,617
Class R1 0.75% 0.25% 1.00% 1.00% 293,590
Class R2 0.25% 0.25% 0.50% 0.50% 445,637
Class R3 0.25% 0.25% 0.25% 1,981,081
Class 529A 0.25% 0.25% 0.24% 69,365
Class 529B 0.75% 0.25% 1.00% 0.25% 497
Class 529C 0.75% 0.25% 1.00% 1.00% 18,528
Total Distribution and Service Fees         $15,008,172
(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended November 30, 2022 based on each class's average daily net assets. MFD has voluntarily agreed to rebate a portion of each class's 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates' seed money. For the year ended November 30, 2022, this rebate amounted to $46,629, $100, $5, $4,594, $2, and $13 for Class A, Class B, Class C, Class 529A, Class 529B, and Class 529C shares, respectively, and is included in the reduction of total expenses in the Statement of Operations. For the year ended November 30, 2022, the 0.75% distribution fee was not imposed for Class 529B shares due to the sales charge limitations contained in Financial Industry Regulatory Authority (“FINRA”) Rule 2341.
Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B and Class 529B shares are subject to a CDSC in the event of a shareholder redemption within six
30

Notes to Financial Statements  - continued
years of purchase. Class C and Class 529C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended November 30, 2022, were as follows:
  Amount
Class A $19,839
Class B 8,600
Class C 2,741
Class 529B
Class 529C 52
The fund has entered into and may from time to time enter into contracts with program managers and other parties which administer the tuition programs through which an investment in the fund’s 529 share classes is made. The fund has entered into an agreement with MFD pursuant to which MFD receives an annual fee of up to 0.05% of the average daily net assets attributable to each 529 share class. As described above, all Class 529A, Class 529B, and Class 529C shares were redeemed on or before May 20, 2022. Accordingly, the foregoing agreement between the fund and MFD was terminated effective May 20, 2022. The services provided by MFD, or a third party with which MFD contracts, include recordkeeping and tax reporting and account services, as well as services designed to maintain the program’s compliance with the Internal Revenue Code and other regulatory requirements. Program manager fees for the year ended November 30, 2022, were as follows:
  Fee
Class 529A $13,874
Class 529B 99
Class 529C 927
Total Program Manager Fees $14,900
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund's Board of Trustees. For the year ended November 30, 2022, the fee was $1,312,520, which equated to 0.0131% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended November 30, 2022, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $7,660,229.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended November 30, 2022 was equivalent to an annual effective rate of 0.0066% of the fund's average daily net assets.
31

Notes to Financial Statements  - continued
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $3,045 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2022. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $3,044 at November 30, 2022, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended November 30, 2022, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $4,089,688 and $11,836,162, respectively. The sales transactions resulted in net realized gains (losses) of $(1,579,529).
(4) Portfolio Securities
For the year ended November 30, 2022, purchases and sales of investments, other than short-term obligations, aggregated $2,029,789,266 and $2,201,724,870, respectively.
32

Notes to Financial Statements  - continued
(5) Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
11/30/22
  Year ended
11/30/21
  Shares Amount   Shares Amount
Shares sold          
Class A 8,020,434 $296,311,599   7,398,344 $296,665,309
Class B 8,007 232,543   3,012 99,003
Class C 288,555 8,179,222   253,382 8,336,633
Class I 13,151,473 491,490,620   3,965,994 172,379,406
Class R1 167,327 4,878,950   130,090 4,227,851
Class R2 716,373 25,937,872   359,631 14,091,041
Class R3 10,412,452 417,981,560   2,182,788 88,252,008
Class R4 2,889,844 110,908,860   4,611,772 182,734,265
Class R6 20,655,441 773,146,975   17,092,154 754,127,978
Class 529A 268,782 10,281,303   239,500 9,396,228
Class 529B 29 951   486 16,455
Class 529C 4,338 134,567   32,274 1,018,407
  56,583,055 $2,139,485,022   36,269,427 $1,531,344,584
Shares issued to shareholders
in reinvestment of distributions
         
Class A 9,857,780 $406,083,266   9,731,516 $366,469,921
Class B 95,500 3,157,658   120,969 3,748,113
Class C 228,635 7,485,731   271,819 8,349,621
Class I 2,357,824 100,896,031   2,210,075 86,055,110
Class R1 116,386 3,734,920   112,404 3,403,483
Class R2 221,830 8,787,289   241,200 8,769,217
Class R3 1,452,683 58,917,739   1,512,366 56,121,324
Class R4 1,350,525 56,210,131   1,374,051 52,187,644
Class R6 5,304,045 227,341,794   4,638,628 180,835,259
Class 529A 120,627 4,868,506   106,013 3,921,840
Class 529B 2,267 72,723   2,423 72,793
Class 529C 20,625 643,084   23,617 694,816
  21,128,727 $878,198,872   20,345,081 $770,629,141
33

Notes to Financial Statements  - continued
  Year ended
11/30/22
  Year ended
11/30/21
  Shares Amount   Shares Amount
Shares reacquired          
Class A (14,765,900) $(549,863,983)   (17,583,615) $(720,810,760)
Class B (288,097) (8,481,694)   (414,709) (13,830,324)
Class C (669,601) (19,347,704)   (1,060,872) (33,977,757)
Class I (6,938,648) (262,676,788)   (4,605,599) (192,381,533)
Class R1 (343,523) (9,894,699)   (230,619) (7,508,867)
Class R2 (806,938) (29,514,428)   (846,877) (33,267,223)
Class R3 (5,700,567) (208,245,939)   (4,714,518) (188,282,952)
Class R4 (10,277,175) (425,332,955)   (6,646,846) (270,607,159)
Class R6 (16,352,148) (627,332,198)   (14,837,107) (624,062,323)
Class 529A (1,726,479) (58,794,513)   (133,830) (5,344,477)
Class 529B (21,754) (656,618)   (4,875) (157,750)
Class 529C (214,959) (6,288,185)   (81,593) (2,508,982)
  (58,105,789) $(2,206,429,704)   (51,161,060) $(2,092,740,107)
Net change          
Class A 3,112,314 $152,530,882   (453,755) $(57,675,530)
Class B (184,590) (5,091,493)   (290,728) (9,983,208)
Class C (152,411) (3,682,751)   (535,671) (17,291,503)
Class I 8,570,649 329,709,863   1,570,470 66,052,983
Class R1 (59,810) (1,280,829)   11,875 122,467
Class R2 131,265 5,210,733   (246,046) (10,406,965)
Class R3 6,164,568 268,653,360   (1,019,364) (43,909,620)
Class R4 (6,036,806) (258,213,964)   (661,023) (35,685,250)
Class R6 9,607,338 373,156,571   6,893,675 310,900,914
Class 529A (1,337,070) (43,644,704)   211,683 7,973,591
Class 529B (19,458) (582,944)   (1,966) (68,502)
Class 529C (189,996) (5,510,534)   (25,702) (795,759)
  19,605,993 $811,254,190   5,453,448 $209,233,618
Effective June 1, 2019, purchases of the fund’s Class B and Class 529B shares were closed to new and existing investors subject to certain exceptions. Effective after the close of business on March 18, 2022, all sales of Class 529B and Class 529C shares were suspended, and Class 529B and Class 529C shares were converted into Class 529A shares of the fund effective March 21, 2022. Effective after the close of business on May 13, 2022, all sales and redemptions of Class 529A shares were suspended, and all Class 529A shares were redeemed on May 20, 2022.
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.45 billion unsecured committed line of credit of which $1.2 billion is reserved for use by the fund and certain other MFS U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs.
34

Notes to Financial Statements  - continued
Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of 1) Daily Simple SOFR (Secured Overnight Financing Rate) plus 0.10%, 2) the Federal Funds Effective Rate, or 3) the Overnight Bank Funding Rate, each plus an agreed upon spread. A commitment fee, based on the average daily unused portion of the committed line of credit, is allocated among the participating funds. The line of credit expires on March 16, 2023 unless extended or renewed. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended November 30, 2022, the fund’s commitment fee and interest expense were $44,540 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio  $128,489,033  $1,135,886,076  $1,149,558,194  $(4,695)  $5,984  $114,818,204
    
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio  $1,026,009  $—
(8) LIBOR Transition
Certain of the fund's investments, including investments in certain debt instruments and derivatives (if any), as well as borrowings by the fund and certain other contractual arrangements of the fund, may be based on the London Interbank Offered Rate (“LIBOR”). In 2017, the regulatory authority that oversees financial services firms in the United Kingdom announced plans to transition away from LIBOR by the end of 2021. In March 2021, the administrator of LIBOR announced the extension of the publication of the more commonly used U.S. dollar LIBOR settings to the end of June 2023. Although the full impacts of the transition away from LIBOR are not fully known, the transition may result in, among other things, an increase in volatility or illiquidity of the markets for instruments that currently rely on LIBOR to determine interest rates and this could have an adverse impact on the fund's performance. With respect to the fund's accounting for investments, including investments in certain debt instruments and derivatives, as well as borrowings by the fund and any other contractual arrangements of the fund that undergo reference rate-related modifications as a result of the transition, management will rely upon the relief provided by FASB Codification Topic 848 – Reference Rate Reform (Topic 848). The guidance in Topic 848 permits the fund
35

Notes to Financial Statements  - continued
to account for those modified contracts as a continuation of the existing contracts. Management is still evaluating the impact to the fund of the June 30, 2023 planned discontinuation of the more commonly used U.S. dollar LIBOR settings.
(9) Russia and Ukraine Conflict
The market disruptions, which began in late February 2022, associated with geopolitical events related to the conflict between Russia and Ukraine may adversely affect the value of the fund’s assets and thus the fund’s performance. Management continues to monitor these events and to evaluate the related impacts, if any, to the fund.
36

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of
Massachusetts Investors Growth Stock Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Massachusetts Investors Growth Stock Fund (the “Fund”), including the portfolio of investments, as of November 30, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at November 30, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
37

Report of Independent Registered Public Accounting Firm – continued
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2022, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more MFS investment companies since 1993.
Boston, Massachusetts
January 13, 2023
38

Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of January 1, 2023, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.)  The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEE                    
Michael W. Roberge (k)
(age 56)
  Trustee   January 2021   136   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; Chairman of the Board (since January 2022); President (until December 2018); Chief Investment Officer (until December 2018)   N/A
INDEPENDENT TRUSTEES                    
John P. Kavanaugh
(age 68)
  Trustee and Chair of Trustees   January 2009   136   Private investor   N/A
Steven E. Buller
(age 71)
  Trustee   February 2014   136   Private investor   N/A
John A. Caroselli
(age 68)
  Trustee   March 2017   136   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 67)
  Trustee   January 2009   136   Private investor   N/A
Peter D. Jones
(age 67)
  Trustee   January 2019   136   Private investor   N/A
James W. Kilman, Jr.
(age 61)
  Trustee   January 2019   136   Burford Capital Limited (finance and investment management), Senior Advisor (since May 3, 2021), Chief Financial Officer (2019 - May 2, 2021); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016)   Alpha-En Corporation, Director (2016-2019)
39

Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Clarence Otis, Jr.
(age 66)
  Trustee   March 2017   136   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
Maryanne L. Roepke
(age 66)
  Trustee   May 2014   136   Private investor   N/A
Laurie J. Thomsen
(age 65)
  Trustee   March 2005   136   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
    
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 48)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Senior Vice President and Senior Managing Counsel
Kino Clark (k)
(age 54)
  Assistant Treasurer   January 2012   136   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 55)
  Assistant Treasurer   April 2017   136   Massachusetts Financial Services Company, Vice President
David L. DiLorenzo (k)
(age 54)
  President   July 2005   136   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 55)
  Secretary and Clerk   April 2017   136   Massachusetts Financial Services Company, Executive Vice President and General Counsel
Brian E. Langenfeld (k)
(age 49)
  Assistant Secretary and Assistant Clerk   June 2006   136   Massachusetts Financial Services Company, Vice President and Managing Counsel
40

Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
Rosa E. Licea-Mailloux (k)
(age 46)
  Chief Compliance Officer   March 2022   136   Massachusetts Financial Services Company, Vice President (since 2018); Director of Corporate Compliance (2018-2021), Senior Director Compliance (2021-2022), Senior Managing Director of North American Compliance & Chief Compliance Officer (since March 2022); Natixis Investment Managers (investment management), Funds Chief Compliance Officer, Deputy General Counsel & Senior Vice President (until 2018)
Amanda S. Mooradian (k)
(age 43)
  Assistant Secretary and Assistant Clerk   September 2018   136   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 52)
  Assistant Secretary and Assistant Clerk   July 2005   136   Massachusetts Financial Services Company, Vice President and Managing Counsel
Kasey L. Phillips (k)
(age 52)
  Assistant Treasurer   September 2012   136   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 48)
  Assistant Secretary and Assistant Clerk   October 2014   136   Massachusetts Financial Services Company, Vice President and Senior Managing Counsel
William B. Wilson (k)
(age 40)
  Assistant Secretary and Assistant Clerk   October 2022   136   Massachusetts Financial Services Company, Assistant Vice President and Counsel
James O. Yost (k)
(age 62)
  Treasurer   September 1990   136   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/Officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
41

Trustees and Officers - continued
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
JPMorgan Chase Bank, NA
4 Metrotech Center
New York, NY 11245
    
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
    
Portfolio Manager(s)  
Jeffrey Constantino
Joseph Skorski
 
42

Board Review of Investment Advisory Agreement
Massachusetts Investors Growth Stock Fund
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2022 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2021 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about
43

Board Review of Investment Advisory Agreement - continued
MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class I shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2021, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class I shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class I shares was in the 2nd quintile for the one-year period and the 3rd quintile for the three-year period ended December 31, 2021 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class I shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.
44

Board Review of Investment Advisory Agreement - continued
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund. They noted that the Fund’s advisory fee rate schedule is not subject to any breakpoints. Taking into account that the Fund’s effective advisory fee rate was lower than the Broadridge expense group median described above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
45

Board Review of Investment Advisory Agreement - continued
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2022.
46

Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund's Form N-PORT reports are available on the SEC's Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at mfs.com/openendfunds by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
Further Information
From time to time, MFS may post important information about the fund or the MFS Funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The fund will notify shareholders of amounts for use in preparing 2022 income tax forms in January 2023. The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates the maximum amount allowable as qualified dividend income eligible to be taxed at the same rate as long-term capital gain.
The fund designates $995,549,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 61.42% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
47

rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
    
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
    
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and account balances
• Account transactions and transaction history
• Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
    
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
    
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
    
Questions? Call 800-225-2606 or go to mfs.com.
48

Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
    
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
• open an account or provide account information
• direct us to buy securities or direct us to sell your securities
• make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
• sharing for affiliates' everyday business purposes – information about your creditworthiness
• affiliates from using your information to market to you
• sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
    
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
• MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• MFS doesn't jointly market.
    
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
49





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CONTACT
WEB SITE
mfs.com
MFS TALK
1-800-637-8255
24 hours a day
ACCOUNT SERVICE AND LITERATURE
Shareholders
1-800-225-2606
Financial advisors
1-800-343-2829
Retirement plan services
1-800-637-1255
MAILING ADDRESS
MFS Service Center, Inc.
P.O. Box 219341
Kansas City, MO 64121-9341
OVERNIGHT MAIL
MFS Service Center, Inc.
Suite 219341
430 W 7th Street
Kansas City, MO 64105-1407

Item 1(b):

Not applicable

ITEM 2. CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the "Code") pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant's principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code's definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is attached hereto as EX-99.COE.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of "audit committee financial expert" as such term is defined in Form N-CSR. In addition, Messrs. Buller, Kilman, and Otis and Ms. Roepke are "independent" members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Ernst & Young LLP ("E&Y") to serve as independent accountants to the Registrant (hereinafter the "Registrant" or the "Fund"). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund's investment adviser, Massachusetts Financial Services Company ("MFS"), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund ("MFS Related Entities").

For the fiscal years ended November 30, 2022 and 2021, audit fees billed to the Fund by E&Y were as follows:

Fees billed by E&Y:

 

Audit Fees

 

2022

 

2021

Massachusetts Investors Growth Stock Fund

58,516

 

56,981

For the fiscal years ended November 30, 2022 and 2021, fees billed by E&Y for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

Fees billed by E&Y:

Audit-Related Fees1

 

Tax Fees2

All Other Fees3

 

2022

2021

 

2022

2021

2022

 

2021

To Massachusetts Investors

0

0

 

632

10,800

1,721

 

1,274

Growth Stock Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees billed by E&Y:

Audit-Related Fees1

 

Tax Fees2

All Other Fees3

 

2022

2021

 

2022

2021

2022

 

2021

To MFS and MFS Related

520,036

1,275,054

 

0

0

111,415

 

110,620

Entities of Massachusetts

 

 

 

 

 

 

 

 

 

 

 

Investors Growth Stock Fund*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees Billed by E&Y:

 

 

Aggregate Fees for Non-audit Services

 

 

 

 

 

 

2022

 

 

2021

 

 

 

To Massachusetts Investors Growth Stock

 

 

884,234

 

 

1,564,448

 

 

Fund, MFS and MFS Related Entities#

 

 

 

 

 

 

 

 

 

 

*This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

# This amount reflects the aggregate fees billed by E&Y for non-audit services rendered to the Fund and for non-audit services

 

rendered to MFS and the MFS Related Entities.

1 The fees included under "Audit-Related Fees" are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ''Audit Fees,'' including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 The fees included under "Tax Fees" are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 The fees included under "All Other Fees" are fees for products and services provided by E&Y other than those reported under "Audit Fees," "Audit-Related Fees" and "Tax Fees," including fees for services related to review of internal controls and review of Rule 38a-1 compliance program.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre- approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant's Audit Committee has considered whether the provision by a Registrant's independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant's principal auditors.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

ITEM 6. INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of the Registrant under Item 1(a) of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant's Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a)Based upon their evaluation of the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant's principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b)There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 13. EXHIBITS.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

(2)A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

(3)Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(4)Change in the registrant's independent public accountant. Not applicable.

(b)If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or

240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.

 

Notice

A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MASSACHUSETTS INVESTORS GROWTH STOCK FUND

By (Signature and Title)*

/S/ DAVID L. DILORENZO

David L. DiLorenzo, President

Date: January 13, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*

/S/ DAVID L. DILORENZO

David L. DiLorenzo, President (Principal Executive Officer)

Date: January 13, 2023

By (Signature and Title)*

/S/ JAMES O. YOST

James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer) Date: January 13, 2023

* Print name and title of each signing officer under his or her signature.