June 9, 1997
VIA E-MAIL (ORIGINAL BY MAIL)
Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Proposed New Disclosure Option for Open-End Investment Companies
(File No. S7-18-96)
Dear Mr. Katz:
On behalf of Massachusetts Financial Services Company ("MFS"), we appreciate the opportunity to express our views on the proposed new rule which would permit open-end management investment companies to provide investors with a fund "profile" (the "Proposal").
MFS and its affiliates manage a broad variety of open-end and closed-end investment companies, variable annuity products, institutional funds, offshore funds and accounts for large institutional clients. The history of the MFS organization dates to 1924 and the founding of America's first mutual fund, Massachusetts Investors Trust. MFS currently manages approximately $60 billion on behalf of over two million investors worldwide.
In general, we support the Proposal and the Commission's efforts to provide investors with additional choice concerning the amount of information they wish to consider before making an investment decision.
The purpose of our letter is to express our support for the recommendations expressed in the letter dated June 9, 1997 from the Investment Company Institute (the "ICI") to the Commission relating to the Proposal, especially the concerns expressed about liability matters and the extent to which these concerns, if not addressed by the Commission in its final rules and related adopting release, might have a chilling effect on the extent of the use of the profile by funds.
In addition, we have one technical comment which we believe must be addressed in order to avoid calling into question the status of the profile under the Securities Act of 1933 as a result of inadvertent or unavoidable delays in meeting the related fulfillment requirements.
As drafted, proposed Rule 498(b)(2) makes the subsequent act of satisfying the fulfillment obligations a requirement to the use of the profile. We suggest that the fulfillment requirement, in whatever form adopted, not be made a condition of the use of a profile. This will prevent an inadvertent or unavoidable delay in satisfying fulfillment requests from calling into question whether or not the Fund was entitled or not to provide the profile to investors. In other words, failure to comply with the fulfillment requirements should be made a violation of the Rule, but should not call into question the status of profiles already used.
We appreciate your time and attention to this matter. If you have any questions with respect to our comments, please telephone us at (617) 954-5000 or contact us by e-mail at firstname.lastname@example.org or email@example.com.
Very truly yours,
Stephen E. Cavan
Senior Vice President and General Counsel
James R. Bordewick, Jr.
Senior Vice President and Associate
cc: William J. Ballou
Robert T. Burns
James F. DesMarais
Arnold D. Scott
Dorothy Donahue, Investment Company Institute