Investment Advisers Act of 1940
Release No. 2303 / September 22, 2004

Investment Company Act of 1940
Release No. 26617 / September 22, 2004

Administrative Proceeding
File No. 3-11450


In the Matter of

Massachusetts Financial Services Company,

Respondent.


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NOTICE OF PROPOSED PLAN FOR THE DISTRIBUTION OF A FAIR FUND AND OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the Rules of Practice of the Securities and Exchange Commission ("Commission"), that an Independent Distribution Consultant has filed with the Commission its proposed plan for the distribution of monies placed into a Fair Fund authorized by the Commission, pursuant to Section 308(a) of the Sarbanes Oxley Act of 2002 ("Distribution Plan"), in the matter of Massachusetts Financial Services Company ("MFS"). The Commission issued an Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions and Cease-and-Desist Order in this matter on March 31, 2004 (Investment Advisers Act of 1940 Release No. 2224, Investment Company Act of 1940 Release No. 26409) (the "Order").

OPPORTUNITY TO COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Elaine C. Greenberg, Assistant District Administrator, Philadelphia District Office, United States Securities and Exchange Commission, 701 Market Street, Suite 2000, Philadelphia, PA 19106. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than October 22, 2004, to the Office of the Secretary, United States Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609.

THE PROPOSED PLAN OF DISGORGEMENT

The Distribution Plan generally provides for distribution "fairly and proportionately to the MFS Funds the total disgorgement and penalty ordered in [the Order] based upon the amounts of brokerage commissions coded for fund 'Sales' attributed to each fund." The MFS Funds are the registered investment companies for which MFS is the investment adviser, including the retail mutual funds, registered closed-end funds, MFS Variable Insurance Trust, MFS Institutional Trust, and variable annuity and variable insurance funds known as MFS/Sun Life Series Trust and Compass Accounts. The proposed plan provides that each MFS Fund shall receive a proportionate share of the funds paid by MFS comprised of $1 (one dollar) in disgorgement and a civil money penalty of $50 million (fifty million dollars).

For the Commission, by its Secretary, pursuant to delegated authority.

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Margaret H. McFarland
Deputy Secretary