X0405 TA-1/A 0000769188 XXXXXXXX 084-01316 false LIVE SEC MFS SERVICE CENTER, INC. MFS SERVICE CENTER INC /TA 407387 111 Huntington Avenue Boston MA 02199 N (617) 954-5000 N Y Y SS&C GIDS, Inc. 084-00448 1055 Broadway Street 7th Floor ATTN LEGAL DEPT Kansas City MO 64105 N Corporation Massachusetts Financial Services Company 05/03/1985 Corporate Parent E true Heidi W. Hardin 03/06/2017 Secretary NA true Michael W. Roberge 01/01/2021 Director and Chairman of the Board NA true Gil Hudson 09/23/2020 Treasurer NA true Janet N. Bienkowski 01/01/2026 Director and President NA true Y Sun Life Financial Inc. MFS Service Center, Inc. is a direct subsidiary of Massachusetts Financial Services Company, which in turn is an indirect, majority-owned subsidiary of Sun Life Financial Inc. N N N N N Y Massachusetts Financial Services Company Docket No. 3-11449 03/31/2004 Securities and Exchange Commission Failure to disclose adequately certain promotional arrangements with various broker-dealers and the potential conflict of interest created by such promotional arrangements. Massachusetts Financial Services Company ("MFS") settled an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of shares of registered investment companies for which MFS acts as investment adviser (the "MFS Funds"). Under the terms of the settlement, in which MFS neither admitted nor denied any wrongdoing, MFS agreed to pay $1.00 in disgorgement and $50 million in a penalty to certain MFS Funds, pursuant to a plan to be approved by an independent distribution consultant. The agreement with the SEC is reflected in an order of the SEC, which stated that MFS failed to disclose adequately to the Boards of Trustees and to shareholders of the MFS Funds the specifics of its preferred arrangements with certain brokerage firms selling shares of the MFS Funds. The settlement order also stated that MFS had in place policies designed to obtain best execution of all fund trades. As part of the settlement, MFS agreed to retain an independent compliance consultant to review the completeness of its disclosure to trustees and shareholders of the MFS Funds of strategic alliances between MFS or its affiliates and broker-dealers and other financial advisers who support the sale of MFS Fund shares. The brokerage allocation practices that were the subject of this proceeding were discontinued by MFS in November of 2003. Settled. Massachusetts Financial Services Company Docket No. 3-11393 02/05/2004 Securities and Exchange Commission Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS reached agreement with the Securities and Exchange Commission ("SEC"), the New York Attorney General ("NYAG") and the New Hampshire Bureau of Securities Regulation ("NH") on February 5, 2004 to settle the allegations. MFS' former Chief Executive Officer, John W. Ballen, and former President, Kevin Parke, also reached agreement with the SEC. (Messrs. Ballen and Parke resigned their director and officer positions with MFS on February 13, 2004.) Under the terms of the settlements, MFS and Messrs. Ballen and Parke neither admitted nor denied wrongdoing. Pursuant to the terms of the settlements, MFS agreed to comply with certain undertakings, including the formation of a code of ethics oversight committee; establishment of an internal compliance controls committee; establishment of a company ombudsman to whom MFS employees may convey concerns about MFS' business that they believe involve matters of ethics or questionable practices; establishment of a senior-level position reporting to MFS' Chief Compliance Officer whose responsibilities include compliance matters related to conflicts of interest; engagement of an independent compliance consultant; submission of certain reports to NH; implementation of certain changes with respect to corporate governance of the funds; and the provision of certain disclosures to investors. Settled. Massachusetts Financial Services Company File No. 3-18704 08/31/2018 Securities and Exchange Commission On August 31, 2018, Massachusetts Financial Services Company (MFS) settled a matter with the U.S. Securities and Exchange Commission (SEC) related to misstatements and omissions in marketing materials pursuant to which it paid a $1.9 million penalty and was censured. Specifically, the SEC found that certain marketing materials provided by MFS to institutional clients and prospective institutional clients, investment consultants, and financial intermediaries concerning MFS's Blended Research investment strategies contained material misstatements and omissions. The SEC's findings specifically pertained to a conceptual chart included in the marketing materials that presented the performance of hypothetical buckets of stocks created using quantitative inputs and fundamental inputs. Though MFS labeled the chart as "hypothetical," the SEC found that MFS failed to disclose and/or misrepresented the fact that some of the quantitative data used to create the chart was generated by a retroactive application of MFS's quantitative model (i.e., by "back-testing" the model). As a result of these disclosure issues, the SEC found that MFS violated Section 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-1(a)(5) thereunder, and that it failed to adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and its rules in violation of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MFS neither admitted nor denied the findings in the SEC's settlement order. Settled. Y Massachusetts Financial Services Company Docket No. 3-11449 03/31/2004 Securities and Exchange Commission Failure to disclose adequately certain promotional arrangements with various broker-dealers and the potential conflict of interest created by such promotional arrangements. Massachusetts Financial Services Company ("MFS") settled an administrative proceeding regarding disclosure of brokerage allocation practices in connection with sales of shares of registered investment companies for which MFS acts as investment adviser (the "MFS Funds"). Under the terms of the settlement, in which MFS neither admitted nor denied any wrongdoing, MFS agreed to pay $1.00 in disgorgement and $50 million in a penalty to certain MFS Funds, pursuant to a plan to be approved by an independent distribution consultant. The agreement with the SEC is reflected in an order of the SEC, which stated that MFS failed to disclose adequately to the Boards of Trustees and to shareholders of the MFS Funds the specifics of its preferred arrangements with certain brokerage firms selling shares of the MFS Funds. The settlement order also stated that MFS had in place policies designed to obtain best execution of all fund trades. As part of the settlement, MFS agreed to retain an independent compliance consultant to review the completeness of its disclosure to trustees and shareholders of the MFS Funds of strategic alliances between MFS or its affiliates and broker-dealers and other financial advisers who support the sale of MFS Fund shares. The brokerage allocation practices that were the subject of this proceeding were discontinued by MFS in November of 2003. Settled. Massachusetts Financial Services Company Docket No. 3-11393 03/31/2004 Securities and Exchange Commission Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS reached agreement with the Securities and Exchange Commission ("SEC"), the New York Attorney General ("NYAG") and the New Hampshire Bureau of Securities Regulation ("NH") on February 5, 2004 to settle the allegations. MFS' former Chief Executive Officer, John W. Ballen, and former President, Kevin Parke, also reached agreement with the SEC. (Messrs. Ballen and Parke resigned their director and officer positions with MFS on February 13, 2004.) Under the terms of the settlements, MFS and Messrs. Ballen and Parke neither admitted nor denied wrongdoing. Pursuant to the terms of the settlements, MFS agreed to comply with certain undertakings, including the formation of a code of ethics oversight committee; establishment of an internal compliance controls committee; establishment of a company ombudsman to whom MFS employees may convey concerns about MFS' business that they believe involve matters of ethics or questionable practices; establishment of a senior-level position reporting to MFS' Chief Compliance Officer whose responsibilities include compliance matters related to conflicts of interest; engagement of an independent compliance consultant; submission of certain reports to NH; implementation of certain changes with respect to corporate governance of the funds; and the provision of certain disclosures to investors. Settled. Massachusetts Financial Services Company Docket No. 3-11241 09/04/2003 Securities and Exchange Commission Violation of Section 204A of the Investment Advisers Act of 1940 by failing to provide adequate internal policies relating to the prevention of misuse of non-public information relative to information from paid consultants and relating to debt securities. Settled. Massachusetts Financial Services Company File No. 3-18704 08/31/2018 Securities and Exchange Commission On August 31, 2018, Massachusetts Financial Services Company (MFS) settled a matter with the U.S. Securities and Exchange Commission (SEC) related to misstatements and omissions in marketing materials pursuant to which it paid a $1.9 million penalty and was censured. Specifically, the SEC found that certain marketing materials provided by MFS to institutional clients and prospective institutional clients, investment consultants, and financial intermediaries concerning MFS's Blended Research investment strategies contained material misstatements and omissions. The SEC's findings specifically pertained to a conceptual chart included in the marketing materials that presented the performance of hypothetical buckets of stocks created using quantitative inputs and fundamental inputs. Though MFS labeled the chart as "hypothetical," the SEC found that MFS failed to disclose and/or misrepresented the fact that some of the quantitative data used to create the chart was generated by a retroactive application of MFS's quantitative model (i.e., by "back-testing" the model). As a result of these disclosure issues, the SEC found that MFS violated Section 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-1(a)(5) thereunder, and that it failed to adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and its rules in violation of Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder. MFS neither admitted nor denied the findings in the SEC's settlement order. Settled. N N Y Massachusetts Financial Services Company 05-1314 09/01/2005 West Virginia Commissioner of Securities On September 9, 2005, Massachusetts Financial Services Company ("MFS") received an Ex Parte "summary Order to Cease and Desist and Notice of Right to Hearing" dated September 1, 2005 from the West Virginia State Auditor/Securities Commissioner alleging violations of the West Virginia Uniform Securities Act in connection with alleged market timing activities. Other firms unaffiliated with MFS received similar orders around the same time. The allegations in the Ex Parte Order issued to MFS appear to have been drawn from the February 5, 2004 settlement order of the Securities and Exchange Commission. The Ex Parte Order sought to direct MFS to cease and desist from violations of West Virginia Securities Law and sought to impose disgorgement and other monetary remedies. In July 2007, MFS reached an agreement with the West Virginia State Auditor/Securities Commissioner to resolve this matter. On September 7, 2007, the September 2005 Ex Parte Order directing MFS, among other things, to cease and desist from violating West Virginia Securities Law was vacated. Massachusetts Financial Services Company N/A 02/05/2004 Attorney General of the State of New York Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS reached agreement with the Securities and Exchange Commission ("SEC"), the New York Attorney General ("NYAG") and the New Hampshire Bureau of Securities Regulation ("NH") on February 5, 2004 to settle the allegations. MFS' former Chief Executive Officer, John W. Ballen, and former President, Kevin Parke, also reached agreement with the SEC. (Messrs. Ballen and Parke resigned their director and officer positions with MFS on February 13, 2004.) Under the terms of the settlements, MFS and Messrs. Ballen and Parke neither admitted nor denied wrongdoing. Pursuant to the terms of the settlements, MFS agreed to comply with certain undertakings, including the formation of a code of ethics oversight committee; establishment of an internal compliance controls committee; establishment of a company ombudsman to whom MFS employees may convey concerns about MFS' business that they believe involve matters of ethics or questionable practices; establishment of a senior-level position reporting to MFS' Chief Compliance Officer whose responsibilities include compliance matters related to conflicts of interest; engagement of an independent compliance consultant; submission of certain reports to NH; implementation of certain changes with respect to corporate governance of the funds; and the provision of certain disclosures to investors. MFS further agreed with the NYAG to cease and desist from violations of the Martin Act, reduce its management fees in the aggregate amount of approximately $25 million annually over the next five years, and not to increase certain management fees during this period. Settled. Masachusetts Financial Services Company INV 03-037 02/05/2004 State of New Hampshire Bureau of Securities Regulation Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS paid an administrative fine to the State of New Hampshire in the amount of $1 million, which was to be used for investor education purposes (NH retaining $250,000 and $750,000 being contributed to the North American Securities Administrators Association's investor protection trust). In addition, MFS paid $50,000 to the Massachusetts Bureau of Securities Regulation to defray the cost of the NH investigation. Settled. Y Massachusetts Financial Services Company 05-1314 09/01/2005 West Virginia Commissioner of Securities On September 9, 2005, Massachusetts Financial Services Company ("MFS") received an Ex Parte "summary Order to Cease and Desist and Notice of Right to Hearing" dated September 1, 2005 from the West Virginia State Auditor/Securities Commissioner alleging violations of the West Virginia Uniform Securities Act in connection with alleged market timing activities. Other firms unaffiliated with MFS received similar orders around the same time. The allegations in the Ex Parte Order issued to MFS appear to have been drawn from the February 5, 2004 settlement order of the Securities and Exchange Commission. The Ex Parte Order sought to direct MFS to cease and desist from violations of West Virginia Securities Law and sought to impose disgorgement and other monetary remedies. In July 2007, MFS reached an agreement with the West Virginia State Auditor/Securities Commissioner to resolve this matter. On September 7, 2007, the September 2005 Ex Parte Order directing MFS, among other things, to cease and desist from violating West Virginia Securities Law was vacated. Massachusetts Financial Services Company N/A 02/05/2004 Attorney General of the State of New York Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS reached agreement with the Securities and Exchange Commission ("SEC"), the New York Attorney General ("NYAG") and the New Hampshire Bureau of Securities Regulation ("NH") on February 5, 2004 to settle the allegations. MFS' former Chief Executive Officer, John W. Ballen, and former President, Kevin Parke, also reached agreement with the SEC. (Messrs. Ballen and Parke resigned their director and officer positions with MFS on February 13, 2004.) Under the terms of the settlements, MFS and Messrs. Ballen and Parke neither admitted nor denied wrongdoing. Pursuant to the terms of the settlements, MFS agreed to comply with certain undertakings, including the formation of a code of ethics oversight committee; establishment of an internal compliance controls committee; establishment of a company ombudsman to whom MFS employees may convey concerns about MFS' business that they believe involve matters of ethics or questionable practices; establishment of a senior-level position reporting to MFS' Chief Compliance Officer whose responsibilities include compliance matters related to conflicts of interest; engagement of an independent compliance consultant; submission of certain reports to NH; implementation of certain changes with respect to corporate governance of the funds; and the provision of certain disclosures to investors. MFS further agreed with the NYAG to cease and desist from violations of the Martin Act, reduce its management fees in the aggregate amount of approximately $25 million annually over the next five years, and not to increase certain management fees during this period. Settled. Massachusetts Financial Services Company INV 03-037 02/05/2004 State of New Hampshire Bureau of Securities Regulation Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS paid an administrative fine to the State of New Hampshire in the amount of $1 million, which was to be used for investor education purposes (NH retaining $250,000 and $750,000 being contributed to the North American Securities Administrators Association's investor protection trust). In addition, MFS paid $50,000 to the Massachusetts Bureau of Securities Regulation to defray the cost of the NH investigation. Settled. N N Y Massachusetts Financial Services Company N/A 02/05/2004 Attorney General of the State of New York Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS reached agreement with the Securities and Exchange Commission ("SEC"), the New York Attorney General ("NYAG") and the New Hampshire Bureau of Securities Regulation ("NH") on February 5, 2004 to settle the allegations. MFS' former Chief Executive Officer, John W. Ballen, and former President, Kevin Parke, also reached agreement with the SEC. (Messrs. Ballen and Parke resigned their director and officer positions with MFS on February 13, 2004.) Under the terms of the settlements, MFS and Messrs. Ballen and Parke neither admitted nor denied wrongdoing. Pursuant to the terms of the settlements, MFS agreed to comply with certain undertakings, including the formation of a code of ethics oversight committee; establishment of an internal compliance controls committee; establishment of a company ombudsman to whom MFS employees may convey concerns about MFS' business that they believe involve matters of ethics or questionable practices; establishment of a senior-level position reporting to MFS' Chief Compliance Officer whose responsibilities include compliance matters related to conflicts of interest; engagement of an independent compliance consultant; submission of certain reports to NH; implementation of certain changes with respect to corporate governance of the funds; and the provision of certain disclosures to investors. MFS further agreed with the NYAG to cease and desist from violations of the Martin Act, reduce its management fees in the aggregate amount of approximately $25 million annually over the next five years, and not to increase certain management fees during this period. Settled. Massachusetts Financial Services Company INV 03-037 02/05/2004 State of New Hampshire Bureau of Securities Regulation Alleged false and misleading information regarding market timing in certain mutual fund prospectuses for which Massachusetts Financial Services Company ("MFS") serves as investment adviser. MFS paid an administrative fine to the State of New Hampshire in the amount of $1 million, which was to be used for investor education purposes (NH retaining $250,000 and $750,000 being contributed to the North American Securities Administrators Association's investor protection trust). In addition, MFS paid $50,000 to the Massachusetts Bureau of Securities Regulation to defray the cost of the NH investigation. Settled. N N N N N N N N N Jessica Howell 617-954-4856 Authorized Signer 02/18/2026