Massachusetts Financial Services Company

Allegations: THE CHICAGO BOARD OF TRADE ("CBOT") ALLEGED VIOLATIONS BY SUN LIFE FINANCIAL INC. OF CBOT (LEGACY) RULE 432 AND RULE 534, RELATED TO TWO TRADES ON GLOBEX TOTALING 989 SEPTEMBER 2012 ULTRA TREASURY BOND FUTURES CONTRACTS. Status: Final Sanction Detail: A MONETARY FINE OF $50,000 USD WAS PAID TO THE CHICAGO BOARD OF TRADE ON 10/28/2014 BY SUN LIFE FINANCIAL INC. Summary: EFFECTIVE OCTOBER 27, 2014, SUN LIFE FINANCIAL INC. ("SLF"), WITHOUT ADMITTING OR DENYING RULE VIOLATIONS, AGREED TO PAY A PENALTY OF $50,000 TO SETTLE A MATTER WITH THE CHICAGO BOARD OF TRADE ("CBOT") RELATED TO ALLEGED VIOLATIONS OF CBOT (LEGACY) RULE 432 (FAILURE TO ADEQUATELY SUPERVISE ITS EMPLOYEES AND AGENTS IN THE CONDUCT OF THEIR BUSINESS RELATED TO THE EXCHANGE) AND RULE 534 (PROHIBITION ON WASH TRADES). THIS MATTER INVOLVED TWO MATCHING TRADES ON GLOBEX TOTALING 989 SEPTEMBER 2012 ULTRA TREASURY BOND FUTURES CONTRACTS FOR INDEPENDENT BUSINESS REASONS ON BEHALF OF TWO DIFFERENT INSURANCE COMPANY SUBSIDIARIES OF SLF, FOR WHICH SLF, AS THE THEN ULTIMATE PARENT COMPANY OF BOTH, WAS DEEMED TO MAINTAIN BENEFICIAL OWNERSHIP OF THE CONTRACTS ON BOTH SIDES OF THE TRADE. IN MITIGATION, FOLLOWING THIS OCCURRENCE, THE SLF SUBSIDIARIES IMPLEMENTED TRAINING PROGRAMS REGARDING THE RULES OF SUCH EXCHANGE.

Allegations: FAILURE TO TIMELY FILE A REQUIRED NOTIFICATION CONCERNING HOLDINGS OF A PARTICULAR SECURITY. Status: Final Sanction Detail: ON AUGUST 26, 2014, A MONETARY FINE OF EUR 94,500 (APPROXIMATELY US $125,875 AS OF PAYMENT DATE) WAS PAID TO THE GERMAN REGULATOR BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT. Summary: ON JANUARY 29, 2014, THE BUNDENSANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT ("BAFIN") NOTIFIED MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS") THAT IT HAD INSTITUTED AN ADMINISTRATIVE PROCEEDING AGAINST MFS AND CERTAIN OTHER ENTITIES RELATING TO AN ALLEGED FAILURE TO TIMELY FILE A REQUIRED NOTIFICATION CONCERNING HOLDINGS IN A PARTICULAR GERMAN EQUITY SECURITY. ON AUGUST 11, 2014, BAFIN ASSESSED FINES AND ADMINISTRATIVE COSTS AGAINST MFS IN THE AMOUNT OF EUR 94,500 (APPROXIMATELY $125,875), WHICH MFS SUBSEQUENTLY PAID.

Allegations: 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 REGULARLY 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 ORDER INITIATING ADMINISTRATIVE PROCEEDINGS. Status: Final Sanction Detail: A CIVIL PENALTY OF US $1,900,000 WAS PAID TO THE SEC. MFS WAS ALSO CENSURED AND ORDERED TO CEASE AND DESIST FROM FURTHER VIOLATIONS OF THE RELEVANT STATUTES AND RULES. Summary: THE MATTER WAS SETTLED PURSUANT TO AN OFFER OF SETTLEMENT SUBMITTED BY MFS IN ANTICIPATION OF THE INSTITUTION OF ADMINISTRATIVE PROCEEDINGS BY THE SEC. THE SEC ISSUED ITS ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS ON AUGUST 31, 2018. A CIVIL PENALTY OF US $1,900,000 WAS PAID TO THE SEC. MFS WAS ALSO CENSURED AND ORDERED TO CEASE AND DESIST FROM FURTHER VIOLATIONS OF THE RELEVANT STATUTES AND RULES.