UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 54440A / September 14, 2006

ADMINISTRATIVE PROCEEDING
File No. 3-11393

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan ("Distribution Plan") for the distribution of monies placed into a Fair Fund in the above-captioned matter.

On February 5, 2004, the Commission issued an Order ("February Order") instituting settled administrative and cease-and-desist proceedings against Massachusetts Financial Services Company ("MFS"), John W. Ballen ("Ballen") and Kevin R. Parke ("Parke"). The February Order, among other things, authorized the establishment of a Fair Fund, comprised of disgorgement and penalties paid by MFS, Ballen and Parke, for distribution to investors injured by certain late trading and other market timing trading activity pursuant to a distribution plan developed by an Independent Distribution Consultant. On May 17, 2005, the Commission ordered the establishment of the previously authorized Fair Fund

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the proposed Distribution Plan from the Commission's public website, http://www.sec.gov, or an MFS sponsored public website, http://www.Rust-MFSSettlement.com. Interested parties may also obtain a written copy of the proposed Distribution Plan by submitting a written request to Sheila D'Entremont, United States Securities and Exchange Commission, 33 Arch Street, 23rd Floor, Boston, MA, 02110. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than October 16, 2002:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
    
2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
    
3. by sending an e-mail to rule-comments@sec.gov. Please include the appropriate Administrative Proceeding File Number on the subject line: Admin. Proc. No. 3-11393.

Comments received will be publicly available. Persons should submit only information that they wish to make publicly available.

DISTRIBUTION PLAN

The Distribution Plan provides for distribution of the disgorgement and civil penalties paid by MFS, Ballen and Parke, plus interest, in connection with the February Order. Under the Distribution Plan, for the periods defined therein, certain eligible shareholders would be compensated for their aliquot share of losses and, to the extent such losses are less than the total distributable amount, their share of the advisory fees paid by certain MFS funds for advisory services during the relevant periods. The Independent Distribution Consultant has determined that the following MFS funds incurred losses: Massachusetts Investors Growth Stock Fund, Massachusetts Investors Trust, MFS Value Fund, MFS Research Fund, MFS Total Return Fund, and MFS Government Mortgage Fund. As such, the Distribution Plan would provide distributions to certain shareholders in those funds. Shareholders eligible to receive distributions may have held shares directly as MFS retail customers or through one of several different intermediaries, including brokerage firm "omnibus accounts," insurance companies, qualified and non-qualified retirement plans, 529 plans, trusts or foreign distribution agents. Eligible shareholders would not need to go through a claims process.

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

http://www.sec.gov/litigation/admin/34-54440a.htm