0001193125-21-048834.txt : 20210219 0001193125-21-048834.hdr.sgml : 20210219 20210219152024 ACCESSION NUMBER: 0001193125-21-048834 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 127 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210219 DATE AS OF CHANGE: 20210219 EFFECTIVENESS DATE: 20210219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MFS VARIABLE INSURANCE TRUST II CENTRAL INDEX KEY: 0000719269 IRS NUMBER: 046540044 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03732 FILM NUMBER: 21655015 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 16179545839 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: MFS SUN LIFE SERIES TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMPASS SERIES TRUST DATE OF NAME CHANGE: 19850325 0000719269 S000002634 MFS Corporate Bond Portfolio C000007237 Initial Class C000007238 Service Class 0000719269 S000002635 MFS Government Securities Portfolio C000007239 Initial Class C000007240 Service Class 0000719269 S000002636 MFS High Yield Portfolio C000007241 Initial Class C000007242 Service Class 0000719269 S000002637 MFS International Growth Portfolio C000007243 Initial Class C000007244 Service Class 0000719269 S000002638 MFS International Intrinsic Value Portfolio C000007245 Initial Class C000007246 Service Class 0000719269 S000002639 MFS Massachusetts Investors Growth Stock Portfolio C000007247 Initial Class C000007248 Service Class 0000719269 S000002640 MFS Blended Research Core Equity Portfolio C000007249 Initial Class C000007250 Service Class 0000719269 S000002643 MFS U.S. Government Money Market Portfolio C000007255 Initial Class C000007256 Service Class 0000719269 S000002646 MFS Research International Portfolio C000007261 Initial Class C000007262 Service Class 0000719269 S000002647 MFS Global Research Portfolio C000007263 Initial Class C000007264 Service Class 0000719269 S000002649 MFS Income Portfolio C000007267 Initial Class C000007268 Service Class 0000719269 S000002651 MFS Technology Portfolio C000007271 Initial Class C000007272 Service Class 0000719269 S000002656 MFS Core Equity Portfolio C000007281 Initial Class C000007282 Service Class 0000719269 S000002658 MFS Emerging Markets Equity Portfolio C000007285 Initial Class C000007286 Service Class 0000719269 S000002659 MFS Global Governments Portfolio C000007287 Initial Class C000007288 Service Class 0000719269 S000002660 MFS Global Growth Portfolio C000007289 Initial Class C000007290 Service Class 0000719269 S000002661 MFS Global Tactical Allocation Portfolio C000007291 Initial Class C000007292 Service Class N-CSR 1 d110756dncsr.htm MFS VARIABLE INSURANCE TRUST II N-CSR MFS VARIABLE INSURANCE TRUST II N-CSR
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-03732

MFS VARIABLE INSURANCE TRUST II

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: December 31

Date of reporting period: December 31, 2020

Effective September 1, 2020, MFS Strategic Income Portfolio, a series of the Registrant, was redesignated MFS Income Portfolio.


Table of Contents
ITEM 1.

REPORTS TO STOCKHOLDERS.

Item (1)(a):


Table of Contents
Annual Report
December 31, 2020
MFS®  Blended Research® 
Core Equity Portfolio
MFS® Variable Insurance Trust II
CGS-ANN


Table of Contents
MFS® Blended Research® Core Equity Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


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MFS Blended Research Core Equity Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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MFS Blended Research Core Equity Portfolio
Portfolio Composition
Portfolio structure
Top ten holdings
Apple, Inc. 6.9%
Microsoft Corp. 6.8%
Amazon.com, Inc. 5.4%
Johnson & Johnson 2.5%
Facebook, Inc., “A” 2.4%
Alphabet, Inc., “C” 2.4%
Alphabet, Inc., “A” 2.2%
Bank of America Corp. 1.8%
Wal-Mart Stores, Inc. 1.8%
NVIDIA Corp. 1.7%
 
GICS equity sectors (g)
Information Technology 27.2%
Health Care 14.3%
Financials 11.0%
Communication Services 10.8%
Consumer Discretionary 10.8%
Industrials 8.3%
Consumer Staples 6.5%
Utilities 3.2%
Real Estate 3.2%
Energy 2.1%
Materials 2.0%
(g) The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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MFS Blended Research Core Equity Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Blended Research Core Equity Portfolio (fund) provided a total return of 15.34%, while Service Class shares of the fund provided a total return of 15.06%. These compare with a return of 18.40% over the same period for the fund’s benchmark, the Standard & Poor's 500 Stock Index (S&P 500 Index).
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Detractors from Performance
Stock selection in the information technology, health care and consumer staples sectors weakened the fund's performance relative to the S&P 500 Index. Within the information technology sector, overweighting shares of semiconductor company Intel, and the timing of the fund's positions in both computer graphics processor maker NVIDIA and digital payment technology developer PayPal(h), detracted from relative results. The share price of Intel dropped on the back of weakness in its Data Center Group. Additionally, the firm came under pressure as management delayed the ramp-up of its 7nm process technology, while competitor AMD appeared to have gained market share in PCs and server chips. Although security selection within both the health care and consumer staples sectors hindered relative returns, there were no individual stocks within either of these sectors, either in the fund or in the benchmark, that were among the fund's top relative detractors over the reporting period.
Stocks in other sectors that further weighed on relative performance included overweighting shares of independent oil refiner Valero Energy and diversified financial services firms Citigroup and Bank of America. The stock price of Valero ended the period lower as global demand for oil fell amid the COVID-19 pandemic, which adversely affected the company's earnings. The timing of the fund's positions in energy exploration and production company EOG Resources, energy infrastructure company Sempra Energy and consumer financial services firm Synchrony Financial(h), in addition to holding shares of real estate investment trust STORE Capital(b), also dampened relative results.
Contributors to Performance
Security selection and, to a lesser extent, a slight underweight position in the industrials sector lifted the fund's relative performance over the reporting period. Within this sector, not holding shares of poor-performing aerospace company Boeing benefited relative returns. The share price of Boeing declined as the travel and airline industries came under intense pressure amid the outbreak of the COVID-19 virus, which resulted in widespread travel restrictions across the globe and ultimately led the company to suspend production.
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MFS Blended Research Core Equity Portfolio
Management Review - continued
Stock selection in the communication services sector further added to relative performance. Here, the timing of the fund's underweight position in shares of telecommunication services provider AT&T(h) supported relative results. The stock price of AT&T declined with broader equity markets in the spring, but never recovered, as lower advertising revenue and foreign exchange headwinds weighed on the company's earnings results.
Elsewhere, overweighting shares of computer and personal electronics maker Apple, software giant Microsoft and pharmaceutical company Eli Lilly helped relative returns. The timing of the fund's position in shares of integrated oil and gas company Exxon Mobil(h), broadcast and communication tower management firm American Tower(h), integrated energy company Chevron(h) and diversified financial services firm Wells Fargo(h), and its underweight position in global financial services firm JPMorgan Chase, also supported relative performance.
Respectfully,
Portfolio Manager(s)
Jim Fallon, Matt Krummell, Jonathan Sage, and Jed Stocks
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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MFS Blended Research Core Equity Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual with sales charge
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 11/14/86 15.34% 12.48% 12.64%
Service Class 8/24/01 15.06% 12.20% 12.36%
Comparative benchmark(s)
Standard & Poor's 500 Stock Index (f) 18.40% 15.22% 13.88%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
Standard & Poor's 500 Stock Index(g) – a market capitalization-weighted index of 500 widely held equity securities, designed to measure broad U.S. equity performance.
It is not possible to invest directly in an index.
(g) “Standard & Poor's®” and “S&P®” are registered trademarks of Standard & Poor's Financial Services LLC (“S&P”) and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by MFS. The S&P 500® is a product of S&P Dow Jones Indices LLC, and has been licensed for use by MFS. MFS's product(s) is not sponsored, endorsed, sold, or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, or their respective affiliates, and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any representation regarding the advisability of investing in such product(s).
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
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MFS Blended Research Core Equity Portfolio
Performance Summary – continued
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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MFS Blended Research Core Equity Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.43% $1,000.00 $1,205.89 $2.38
Hypothetical (h) 0.43% $1,000.00 $1,022.97 $2.19
Service Class Actual 0.68% $1,000.00 $1,204.49 $3.77
Hypothetical (h) 0.68% $1,000.00 $1,021.72 $3.46
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
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MFS Blended Research Core Equity Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 99.4%
Aerospace – 1.9%  
Huntington Ingalls Industries, Inc.   6,624 $   1,129,259
Lockheed Martin Corp.   9,823    3,486,969
Northrop Grumman Corp.   13,969    4,256,634
           $8,872,862
Automotive – 1.1%  
Lear Corp.   31,629 $   5,029,960
Biotechnology – 1.4%  
Biogen, Inc. (a)   7,579 $   1,855,794
Gilead Sciences, Inc.   28,437    1,656,740
Incyte Corp. (a)   6,900      600,162
Vertex Pharmaceuticals, Inc. (a)   10,895    2,574,924
           $6,687,620
Business Services – 1.0%  
Amdocs Ltd.   32,702 $   2,319,553
Fidelity National Information Services, Inc.   13,751    1,945,216
Fiserv, Inc. (a)   5,217      594,008
           $4,858,777
Cable TV – 1.5%  
Charter Communications, Inc., “A” (a)   10,970 $   7,257,204
Chemicals – 1.0%  
Eastman Chemical Co.   46,607 $   4,673,750
Computer Software – 9.4%  
Adobe Systems, Inc. (a)   14,139 $   7,071,197
Cadence Design Systems, Inc. (a)   27,355    3,732,043
DocuSign, Inc. (a)   7,171    1,594,113
Microsoft Corp.   144,899 32,228,435
        $44,625,788
Computer Software - Systems – 9.1%  
Apple, Inc.   246,946 $ 32,767,265
EPAM Systems, Inc. (a)   10,132    3,630,802
HP, Inc.   117,907    2,899,333
ServiceNow, Inc. (a)   6,323    3,480,369
        $42,777,769
Construction – 2.5%  
D.R. Horton, Inc.   64,213 $   4,425,560
Eagle Materials, Inc.   8,711      882,860
Mid-America Apartment Communities, Inc., REIT   29,076    3,683,638
Sherwin-Williams Co.   1,387    1,019,320
Toll Brothers, Inc.   37,757    1,641,297
        $11,652,675
Consumer Products – 2.2%  
Colgate-Palmolive Co.   48,964 $   4,186,912
Kimberly-Clark Corp.   40,169    5,415,986
Procter & Gamble Co.   5,037      700,848
        $10,303,746
Issuer     Shares/Par Value ($)
Common Stocks – continued
Electrical Equipment – 0.3%  
AMETEK, Inc.   11,716 $   1,416,933
Electronics – 5.4%  
Applied Materials, Inc.   80,621 $   6,957,592
Intel Corp.   162,178    8,079,708
NVIDIA Corp.   15,649    8,171,908
Texas Instruments, Inc.   13,461    2,209,354
        $25,418,562
Energy - Independent – 1.4%  
ConocoPhillips   57,924 $   2,316,381
EOG Resources, Inc.   16,614      828,540
Pioneer Natural Resources Co.   3,608      410,915
Valero Energy Corp.   55,981    3,166,845
           $6,722,681
Engineering - Construction – 0.3%  
Quanta Services, Inc.   21,304 $   1,534,314
Food & Beverages – 1.6%  
General Mills, Inc.   24,010 $   1,411,788
J.M. Smucker Co.   14,337    1,657,357
Mondelez International, Inc.   12,584      735,787
PepsiCo, Inc.   26,061    3,864,846
           $7,669,778
Food & Drug Stores – 1.8%  
Wal-Mart Stores, Inc.   58,059 $   8,369,205
Gaming & Lodging – 0.3%  
Marriott International, Inc., “A”   9,182 $   1,211,289
General Merchandise – 0.6%  
Dollar General Corp.   12,706 $   2,672,072
Health Maintenance Organizations – 0.9%  
Humana, Inc.   9,480 $   3,889,359
UnitedHealth Group, Inc.   1,038      364,006
           $4,253,365
Insurance – 3.1%  
Berkshire Hathaway, Inc., “B” (a)   8,441 $   1,957,215
Everest Re Group Ltd.   10,228    2,394,272
Hartford Financial Services Group, Inc.   63,218    3,096,418
MetLife, Inc.   124,342    5,837,857
Prudential Financial, Inc.   13,858    1,081,894
Reinsurance Group of America, Inc.   4,402      510,192
        $14,877,848
Internet – 6.9%  
Alphabet, Inc., “A” (a)   5,883 $ 10,310,781
Alphabet, Inc., “C” (a)   6,411 11,231,303
Facebook, Inc., “A” (a)   41,336 11,291,342
        $32,833,426
 
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MFS Blended Research Core Equity Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Leisure & Toys – 1.5%  
Activision Blizzard, Inc.   13,691 $   1,271,209
Electronic Arts, Inc.   36,485    5,239,246
Take-Two Interactive Software, Inc. (a)   1,976      410,593
           $6,921,048
Machinery & Tools – 3.0%  
AGCO Corp.   58,223 $   6,002,209
Dover Corp.   3,597      454,121
Eaton Corp. PLC   66,290    7,964,081
        $14,420,411
Major Banks – 5.7%  
Bank of America Corp.   284,556 $   8,624,892
Goldman Sachs Group, Inc.   30,856    8,137,036
JPMorgan Chase & Co.   58,173    7,392,043
State Street Corp.   38,986    2,837,401
        $26,991,372
Medical & Health Technology & Services – 3.3%  
HCA Healthcare, Inc.   34,578 $   5,686,698
Laboratory Corp. of America Holdings (a)   13,123    2,671,187
McKesson Corp.   27,456    4,775,147
Quest Diagnostics, Inc.   18,835    2,244,567
        $15,377,599
Medical Equipment – 3.3%  
Abbott Laboratories   14,496 $   1,587,167
Boston Scientific Corp. (a)   53,090    1,908,586
Danaher Corp.   6,641    1,475,232
Medtronic PLC   59,172    6,931,408
Thermo Fisher Scientific, Inc.   8,071    3,759,310
        $15,661,703
Natural Gas - Distribution – 1.3%  
Sempra Energy   48,660 $   6,199,771
Natural Gas - Pipeline – 0.6%  
ONEOK, Inc.   69,894 $   2,682,532
Network & Telecom – 0.7%  
CoreSite Realty Corp., REIT   11,083 $   1,388,478
QTS Realty Trust, Inc., REIT, “A”   30,851    1,909,060
           $3,297,538
Oil Services – 0.1%  
NOV, Inc.   39,069 $     536,417
Other Banks & Diversified Financials – 4.5%  
Citigroup, Inc.   83,678 $   5,159,585
Mastercard, Inc., “A”   20,162    7,196,624
Moody's Corp.   1,085      314,910
S&P Global, Inc.   14,650    4,815,895
Visa, Inc., “A”   16,446    3,597,234
        $21,084,248
Issuer     Shares/Par Value ($)
Common Stocks – continued
Pharmaceuticals – 5.5%  
Eli Lilly & Co.   40,801 $   6,888,841
Johnson & Johnson   74,607 11,741,649
Merck & Co., Inc.   87,781    7,180,486
        $25,810,976
Pollution Control – 0.7%  
Republic Services, Inc.   12,686 $   1,221,662
Waste Management, Inc.   19,388    2,286,427
           $3,508,089
Precious Metals & Minerals – 0.1%  
Newmont Corp.   6,770 $     405,455
Railroad & Shipping – 1.9%  
CSX Corp.   43,840 $   3,978,480
Kansas City Southern Co.   24,184    4,936,680
           $8,915,160
Real Estate – 1.7%  
Brixmor Property Group, Inc., REIT   92,013 $   1,522,815
Extra Space Storage, Inc., REIT   26,741    3,098,212
Omega Healthcare Investors, Inc., REIT   8,917      323,866
STORE Capital Corp., REIT   64,300    2,184,914
Weyerhaeuser Co., REIT   31,783    1,065,684
           $8,195,491
Restaurants – 0.6%  
Starbucks Corp.   26,745 $   2,861,180
Specialty Chemicals – 0.5%  
Linde PLC   8,510 $   2,242,470
Specialty Stores – 7.0%  
Amazon.com, Inc. (a)   7,824 $ 25,482,220
AutoZone, Inc. (a)   338      400,679
Home Depot, Inc.   22,979    6,103,682
Ross Stores, Inc.   8,489    1,042,534
        $33,029,115
Telecommunications - Wireless – 0.8%  
T-Mobile USA, Inc. (a)   27,404 $   3,695,429
Telephone Services – 0.0%  
Verizon Communications, Inc.   4,176 $     245,340
Tobacco – 0.9%  
Altria Group, Inc.   69,196 $   2,837,036
Philip Morris International, Inc.   19,436    1,609,107
           $4,446,143
Trucking – 0.1%  
Knight-Swift Transportation Holdings, Inc.   12,202 $     510,288
Utilities - Electric Power – 1.9%  
CenterPoint Energy, Inc.   45,851 $     992,216
Edison International   26,105    1,639,916
Exelon Corp.   88,879    3,752,471
 
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MFS Blended Research Core Equity Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Utilities - Electric Power – continued  
NRG Energy, Inc.   69,431 $   2,607,134
           $8,991,737
Total Common Stocks (Identified Cost, $309,576,102)   $469,749,136
Investment Companies (h) – 0.5%
Money Market Funds – 0.5%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $2,205,534)     2,205,534 $   2,205,534
Other Assets, Less Liabilities – 0.1%        384,787
Net Assets – 100.0% $472,339,457
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $2,205,534 and $469,749,136, respectively.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
The following abbreviations are used in this report and are defined:
REIT Real Estate Investment Trust
See Notes to Financial Statements
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MFS Blended Research Core Equity Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $309,576,102) $469,749,136
Investments in affiliated issuers, at value (identified cost, $2,205,534) 2,205,534
Receivables for  
Fund shares sold 126,863
Dividends 523,545
Other assets 2,339
Total assets $472,607,417
Liabilities  
Payables for  
Fund shares reacquired $192,691
Payable to affiliates  
Investment adviser 9,987
Administrative services fee 360
Shareholder servicing costs 72
Distribution and/or service fees 2,604
Payable for independent Trustees' compensation 135
Accrued expenses and other liabilities 62,111
Total liabilities $267,960
Net assets $472,339,457
Net assets consist of  
Paid-in capital $272,462,564
Total distributable earnings (loss) 199,876,893
Net assets $472,339,457
Shares of beneficial interest outstanding 8,281,718
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $280,678,792 4,900,070 $57.28
Service Class 191,660,665 3,381,648 56.68
See Notes to Financial Statements
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MFS Blended Research Core Equity Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Dividends $7,482,873
Income on securities loaned 34,777
Other 18,761
Dividends from affiliated issuers 14,312
Total investment income $7,550,723
Expenses  
Management fee $1,734,506
Distribution and/or service fees 435,195
Shareholder servicing costs 13,564
Administrative services fee 67,990
Independent Trustees' compensation 8,530
Custodian fee 20,628
Shareholder communications 17,260
Audit and tax fees 55,937
Legal fees 3,487
Miscellaneous 27,904
Total expenses $2,385,001
Reduction of expenses by investment adviser (47,636)
Net expenses $2,337,365
Net investment income (loss) $5,213,358
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $34,962,675
Affiliated issuers (254)
Net realized gain (loss) $34,962,421
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $22,756,197
Affiliated issuers (86)
Net unrealized gain (loss) $22,756,111
Net realized and unrealized gain (loss) $57,718,532
Change in net assets from operations $62,931,890
See Notes to Financial Statements
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MFS Blended Research Core Equity Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $5,213,358 $6,679,904
Net realized gain (loss) 34,962,421 22,829,963
Net unrealized gain (loss) 22,756,111 84,417,073
Change in net assets from operations $62,931,890 $113,926,940
Total distributions to shareholders $(29,241,138) $(40,137,054)
Change in net assets from fund share transactions $(33,385,390) $(15,716,598)
Total change in net assets $305,362 $58,073,288
Net assets    
At beginning of period 472,034,095 413,960,807
At end of period $472,339,457 $472,034,095
See Notes to Financial Statements
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MFS Blended Research Core Equity Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $53.06 $45.29 $54.23 $46.62 $48.56
Income (loss) from investment operations          
Net investment income (loss) (d) $0.67 $0.80 $0.74 $0.68 $0.74(c)
Net realized and unrealized gain (loss) 7.21 11.74 (4.12) 8.80 3.24
Total from investment operations $7.88 $12.54 $(3.38) $9.48 $3.98
Less distributions declared to shareholders          
From net investment income $(0.88) $(0.79) $(0.77) $(0.78) $(0.72)
From net realized gain (2.78) (3.98) (4.79) (1.09) (5.20)
Total distributions declared to shareholders $(3.66) $(4.77) $(5.56) $(1.87) $(5.92)
Net asset value, end of period (x) $57.28 $53.06 $45.29 $54.23 $46.62
Total return (%) (k)(r)(s)(x) 15.34 29.17 (7.74) 20.76 8.45(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.45 0.45 0.45 0.46 0.49(c)
Expenses after expense reductions (f) 0.44 0.44 0.44 0.45 0.44(c)
Net investment income (loss) 1.30 1.58 1.39 1.35 1.56(c)
Portfolio turnover 56 46 54 51 49
Net assets at end of period (000 omitted) $280,679 $285,654 $256,439 $320,384 $306,368
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $52.54 $44.87 $53.79 $46.26 $48.26
Income (loss) from investment operations          
Net investment income (loss) (d) $0.54 $0.67 $0.61 $0.55 $0.61(c)
Net realized and unrealized gain (loss) 7.12 11.64 (4.11) 8.73 3.22
Total from investment operations $7.66 $12.31 $(3.50) $9.28 $3.83
Less distributions declared to shareholders          
From net investment income $(0.74) $(0.66) $(0.63) $(0.66) $(0.63)
From net realized gain (2.78) (3.98) (4.79) (1.09) (5.20)
Total distributions declared to shareholders $(3.52) $(4.64) $(5.42) $(1.75) $(5.83)
Net asset value, end of period (x) $56.68 $52.54 $44.87 $53.79 $46.26
Total return (%) (k)(r)(s)(x) 15.06 28.87 (7.99) 20.47 8.17(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.70 0.70 0.70 0.71 0.74(c)
Expenses after expense reductions (f) 0.69 0.69 0.69 0.70 0.69(c)
Net investment income (loss) 1.05 1.33 1.14 1.10 1.30(c)
Portfolio turnover 56 46 54 51 49
Net assets at end of period (000 omitted) $191,661 $186,380 $157,522 $182,103 $169,622
    
See Notes to Financial Statements
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MFS Blended Research Core Equity Portfolio
Financial Highlights - continued
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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MFS Blended Research Core Equity Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS Blended Research Core Equity Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities
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MFS Blended Research Core Equity Portfolio
Notes to Financial Statements  - continued
in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities $469,749,136 $— $— $469,749,136
Mutual Funds 2,205,534 2,205,534
Total $471,954,670 $— $— $471,954,670
For further information regarding security characteristics, see the Portfolio of Investments.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
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Notes to Financial Statements  - continued
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $6,680,112 $6,265,015
Long-term capital gains 22,561,026 33,872,039
Total distributions $29,241,138 $40,137,054
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 12/31/20  
Cost of investments $312,294,277
Gross appreciation 164,858,943
Gross depreciation (5,198,550)
Net unrealized appreciation (depreciation) $159,660,393
Undistributed ordinary income 8,022,598
Undistributed long-term capital gain 32,193,902
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $17,686,199   $24,630,652
Service Class 11,554,939   15,506,402
Total $29,241,138   $40,137,054
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.40%
In excess of $1 billion and up to $2.5 billion 0.375%
In excess of $2.5 billion 0.35%
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MFS Blended Research Core Equity Portfolio
Notes to Financial Statements  - continued
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $47,636, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.39% of the fund's average daily net assets.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $12,616, which equated to 0.0029% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $948.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0157% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase transactions pursuant to this policy, which amounted to $4,512,896.
The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended December 31, 2020, this reimbursement amounted to $18,688, which is included in “Other” income in the Statement of Operations.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $240,843,490 and $296,999,847, respectively.
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
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MFS Blended Research Core Equity Portfolio
Notes to Financial Statements  - continued
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 63,891 $3,132,327   90,873 $4,602,196
Service Class 183,279 8,493,425   174,912 8,792,619
  247,170 $11,625,752   265,785 $13,394,815
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 326,069 $17,421,868   520,949 $24,244,989
Service Class 218,389 11,554,939   336,146 15,506,402
  544,458 $28,976,807   857,095 $39,751,391
Shares reacquired          
Initial Class (873,552) $(45,226,511)   (890,900) $(45,210,245)
Service Class (567,361) (28,761,438)   (474,065) (23,652,559)
  (1,440,913) $(73,987,949)   (1,364,965) $(68,862,804)
Net change          
Initial Class (483,592) $(24,672,316)   (279,078) $(16,363,060)
Service Class (165,693) (8,713,074)   36,993 646,462
  (649,285) $(33,385,390)   (242,085) $(15,716,598)
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $2,330 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $3,668,643 $57,551,969 $59,014,738 $(254) $(86) $2,205,534
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $14,312 $—
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MFS Blended Research Core Equity Portfolio
Notes to Financial Statements  - continued
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS Blended Research Core Equity Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Blended Research Core Equity Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Blended Research Core Equity Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Blended Research Core Equity Portfolio
Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
23


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MFS Blended Research Core Equity Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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MFS Blended Research Core Equity Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
Jim Fallon
Matt Krummell
Jonathan Sage
Jed Stocks
 
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MFS Blended Research Core Equity Portfolio
Board Review of Investment Advisory Agreement
MFS Blended Research Core Equity Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 4th quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 3rd quintile for the one-year period and the 4th quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
The Trustees expressed continued concern to MFS about the substandard investment performance of the Fund and the Fund’s retail counterpart, MFS Blended Research Core Equity Fund, which has substantially similar investment strategies and experienced substantially similar investment performance as the Fund. In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings
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MFS Blended Research Core Equity Portfolio
Board Review of Investment Advisory Agreement - continued
conducted with portfolio management personnel during the course of the year as to MFS’ efforts to improve the performance of the Fund and the Fund’s retail counterpart. In addition, the Trustees requested that they receive a separate update on the Fund’s retail counterpart at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund’s retail counterpart.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on the Fund’s average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS Blended Research Core Equity Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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MFS Blended Research Core Equity Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $24,818,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 100% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
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Table of Contents
rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
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Table of Contents
Annual Report
December 31, 2020
MFS®  Corporate Bond Portfolio
MFS® Variable Insurance Trust II
BDS-ANN


Table of Contents
MFS® Corporate Bond Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS Corporate Bond Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Table of Contents
MFS Corporate Bond Portfolio
Portfolio Composition
Portfolio structure (i)
Fixed income sectors (i)
Investment Grade Corporates 82.4%
High Yield Corporates 11.6%
U.S. Treasury Securities 2.8%
Emerging Markets Bonds 1.4%
Municipal Bonds 1.4%
Asset-Backed Securities 0.1%
Commercial Mortgage-Backed Securities (o) 0.0%
Mortgage-Backed Securities (o) 0.0%
Composition including fixed income credit quality (a)(i)
AAA 0.5%
AA 3.5%
A 20.3%
BBB 61.0%
BB 10.9%
B 0.7%
D (o) 0.0%
U.S. Government 1.2%
Federal Agencies (o) 0.0%
Not Rated 1.6%
Cash & Cash Equivalents 1.8%
Other (1.5)%
Portfolio facts (i)
Average Duration (d) 8.3
Average Effective Maturity (m) 10.7 yrs.
 
(a) For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change.U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities.Not Rated includes fixed income securities and fixed income derivatives that have not been rated by any rating agency.The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.
(i) For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m) In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o) Less than 0.1%.
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
2


Table of Contents
MFS Corporate Bond Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Corporate Bond Portfolio (fund) provided a total return of 10.57%, while Service Class shares of the fund provided a total return of 10.34%. These compare with a return of 9.35% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. Credit Bond Index.
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Factors Affecting Performance
During the reporting period, the fund’s lesser exposure to “AAA” rated(r) bonds, and its greater exposure to “BBB” rated securities contributed to performance relative to the Bloomberg Barclays U.S. Credit Bond Index. A greater-than-benchmark exposure to the energy, consumer cyclicals and capital goods sectors, and a lesser exposure to both the agency government owned, no guarantee and banking sectors also benefited relative returns. Additionally, the fund's out-of-benchmark exposure to the treasury sector supported relative results.
Favorable security selection within “BBB” rated securities, notably within the energy sector, and within“A” rated bonds, particularly within the consumer cyclicals and communications sectors, bolstered relative results.
Conversely, the fund's security selection in both the banking and insurance sectors held back relative performance over the reporting period.
Respectfully,
Portfolio Manager(s)
Alexander Mackey, Henry Peabody, and Robert Persons
Note to Contract Owners: Effective June 30, 2021, Robert Persons will no longer be a Portfolio Manager of the fund.
(r) Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody's Investors Service, Standard & Poor's, and Fitch, Inc. and are applied using the following hierarchy: If all three
3


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MFS Corporate Bond Portfolio
Management Review - continued
agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 Rating Agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities that are not rated by any of the rating agencies, the security is considered Not Rated.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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Table of Contents
MFS Corporate Bond Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 5/06/98 10.57% 6.81% 5.67%
Service Class 8/24/01 10.34% 6.55% 5.40%
Comparative benchmark(s)
Bloomberg Barclays U.S. Credit Bond Index 9.35% 6.44% 5.40%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
Bloomberg Barclays U.S. Credit Bond Index(a) - a market capitalization-weighted index that measures the performance of publicly issued, SEC-registered, U.S. corporate and specified foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.
It is not possible to invest directly in an index.
(a) BLOOMBERG ® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg's licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
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MFS Corporate Bond Portfolio
Performance Summary – continued
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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Table of Contents
MFS Corporate Bond Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.63% $1,000.00 $1,052.78 $3.25
Hypothetical (h) 0.63% $1,000.00 $1,021.97 $3.20
Service Class Actual 0.88% $1,000.00 $1,051.61 $4.54
Hypothetical (h) 0.88% $1,000.00 $1,020.71 $4.47
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
7


Table of Contents
MFS Corporate Bond Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Bonds – 97.3%
Aerospace – 3.4%
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027    $ 630,000 $     705,925
Huntington Ingalls Industries, Inc., 4.2%, 5/01/2030      351,000      415,813
L3Harris Technologies, Inc., 3.85%, 6/15/2023      1,083,000    1,169,729
L3Harris Technologies, Inc., 2.9%, 12/15/2029      632,000      697,930
Lockheed Martin Corp., 3.55%, 1/15/2026      964,000    1,094,776
Lockheed Martin Corp., 2.8%, 6/15/2050      259,000      279,511
Northrop Grumman Corp., 2.93%, 1/15/2025      1,488,000    1,618,145
Raytheon Technologies Corp., 4.125%, 11/16/2028      517,000      616,075
TransDigm, Inc., 6.25%, 3/15/2026 (n)     1,109,000    1,181,085
           $7,778,989
Apparel Manufacturers – 0.2%
NIKE, Inc., “B”, 3.25%, 3/27/2040    $ 492,000 $     571,486
Asset-Backed & Securitized – 0.1%
Bayview Financial Revolving Mortgage Loan Trust, FLR, 1.746% (LIBOR - 1mo. + 1.6%), 12/28/2040 (n)   $ 93,464 $      97,175
JPMorgan Chase Commercial Mortgage Securities Corp., 5.654%, 7/15/2042 (n)     118,695       82,826
Lehman Brothers Commercial Conduit Mortgage Trust, 0.934%, 2/18/2030 (i)     16,609            0
             $180,001
Automotive – 3.3%
Allison Transmission, Inc., 5.875%, 6/01/2029 (n)   $ 1,048,000 $   1,160,660
General Motors Financial Co., Inc., 2.75%, 6/20/2025      638,000      682,080
Hyundai Capital America, 2.65%, 2/10/2025 (n)     642,000      680,035
Hyundai Capital America, 3%, 2/10/2027 (n)     1,274,000    1,382,499
Hyundai Capital America, 6.375%, 4/08/2030 (n)     352,000      462,881
Lear Corp., 3.8%, 9/15/2027      1,276,000    1,430,900
Toyota Motor Credit Corp., 3.375%, 4/01/2030      847,000      990,403
Volkswagen Group of America Finance LLC, 3.35%, 5/13/2025 (n)     604,000      663,880
           $7,453,338
Broadcasting – 2.1%
Discovery, Inc., 4.125%, 5/15/2029    $ 373,000 $     435,195
Netflix, Inc., 4.875%, 6/15/2030 (n)     878,000    1,009,700
Prosus N.V., 3.832%, 2/08/2051 (n)     542,000      530,968
RELX Capital, Inc., 3%, 5/22/2030      422,000      468,348
Walt Disney Co., 3.5%, 5/13/2040      1,366,000    1,603,499
Issuer     Shares/Par Value ($)
Bonds – continued
Broadcasting – continued
Walt Disney Co., 3.6%, 1/13/2051    $ 593,000 $     718,422
           $4,766,132
Brokerage & Asset Managers – 1.9%
E*TRADE Financial Corp., 2.95%, 8/24/2022    $ 625,000 $     649,114
Intercontinental Exchange, Inc., 3.75%, 12/01/2025      1,070,000    1,216,205
Intercontinental Exchange, Inc., 2.1%, 6/15/2030      1,456,000    1,523,121
Intercontinental Exchange, Inc., 1.85%, 9/15/2032      412,000      415,332
NASDAQ, Inc., 3.25%, 4/28/2050      557,000      610,432
           $4,414,204
Building – 2.1%
CRH America Finance, Inc., 4.5%, 4/04/2048 (n)   $ 896,000 $   1,127,376
Martin Marietta Materials, Inc., 4.25%, 7/02/2024      850,000      947,691
Martin Marietta Materials, Inc., 3.5%, 12/15/2027      747,000      846,124
Masco Corp., 4.45%, 4/01/2025      560,000      644,198
Masco Corp., 4.375%, 4/01/2026      476,000      558,755
Vulcan Materials Co., 3.5%, 6/01/2030      671,000      770,311
           $4,894,455
Business Services – 4.1%
Equinix, Inc., 2.625%, 11/18/2024    $ 838,000 $     895,682
Equinix, Inc., 3%, 7/15/2050      661,000      668,117
Fidelity National Information Services, Inc., 3.5%, 4/15/2023      220,000      233,463
Fidelity National Information Services, Inc., 3%, 8/15/2026      1,167,000    1,299,516
Fiserv, Inc., 2.25%, 6/01/2027      817,000      870,362
Fiserv, Inc., 4.4%, 7/01/2049      711,000      950,722
Global Payments, Inc., 2.9%, 5/15/2030      963,000    1,047,085
MSCI, Inc., 4%, 11/15/2029 (n)     791,000      842,415
MSCI, Inc., 3.625%, 9/01/2030 (n)     119,000      124,355
MSCI, Inc., 3.875%, 2/15/2031 (n)     802,000      848,115
NXP B.V./NXP Funding LLC, 3.15%, 5/01/2027 (n)     379,000      417,703
Tencent Holdings Ltd., 2.39%, 6/03/2030 (n)     1,076,000    1,103,115
           $9,300,650
 
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MFS Corporate Bond Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Cable TV – 4.7%
CCO Holdings LLC/CCO Holdings Capital Corp., 4.5%, 5/01/2032 (n)   $ 305,000 $     325,655
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035      505,000      691,405
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 5.375%, 5/01/2047      1,079,000    1,344,714
Comcast Corp., 1.95%, 1/15/2031      524,000      538,830
Comcast Corp., 2.8%, 1/15/2051      1,333,000    1,385,630
Cox Communications, Inc., 3.5%, 8/15/2027 (n)     803,000      907,458
Cox Communications, Inc., 4.6%, 8/15/2047 (n)     332,000      428,661
Sirius XM Holdings, Inc., 5.5%, 7/01/2029 (n)     292,000      321,291
Sirius XM Radio, Inc., 5.375%, 7/15/2026 (n)     353,000      368,003
Sirius XM Radio, Inc., 5%, 8/01/2027 (n)     594,000      631,131
Sirius XM Radio, Inc., 4.125%, 7/01/2030 (n)     644,000      685,458
Time Warner Cable, Inc., 4.5%, 9/15/2042      955,000    1,117,514
Time Warner Entertainment Co. LP, 8.375%, 7/15/2033      266,000      411,234
Videotron Ltd., 5%, 7/15/2022      1,555,000    1,634,709
        $10,791,693
Chemicals – 0.3%
Sherwin-Williams Co., 4.5%, 6/01/2047    $ 500,000 $     667,719
Computer Software – 1.6%
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)   $ 1,456,000 $   1,718,888
Microsoft Corp., 2.525%, 6/01/2050      1,047,000    1,101,885
VeriSign, Inc., 4.625%, 5/01/2023      763,000      769,676
           $3,590,449
Computer Software - Systems – 1.4%
Apple, Inc., 2.05%, 9/11/2026    $ 2,000,000 $   2,138,096
Apple, Inc., 4.375%, 5/13/2045      383,000      524,048
Apple, Inc., 4.25%, 2/09/2047      319,000      434,628
           $3,096,772
Conglomerates – 1.0%
Roper Technologies, Inc., 4.2%, 9/15/2028    $ 681,000 $     811,886
Roper Technologies, Inc., 2.95%, 9/15/2029      450,000      494,142
Roper Technologies, Inc., 2%, 6/30/2030      437,000      446,415
Westinghouse Air Brake Technologies Corp., 3.2%, 6/15/2025      501,000      540,402
           $2,292,845
Issuer     Shares/Par Value ($)
Bonds – continued
Consumer Products – 1.0%
Kimberly-Clark Corp., 3.1%, 3/26/2030    $ 193,000 $     222,137
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)     1,876,000    2,095,642
           $2,317,779
Consumer Services – 3.5%
Booking Holdings, Inc., 3.65%, 3/15/2025    $ 283,000 $     313,111
Booking Holdings, Inc., 3.6%, 6/01/2026      1,761,000    2,001,014
Booking Holdings, Inc., 3.55%, 3/15/2028      486,000      559,535
Experian Finance PLC, 2.75%, 3/08/2030 (n)     1,853,000    2,010,845
IHS Markit Ltd., 3.625%, 5/01/2024      310,000      338,142
IHS Markit Ltd., 4.25%, 5/01/2029      465,000      564,910
Service Corp. International, 5.125%, 6/01/2029      482,000      533,815
Visa, Inc., 3.65%, 9/15/2047      865,000    1,082,228
Western Union Co., 2.85%, 1/10/2025      495,000      531,664
           $7,935,264
Containers – 1.1%
Ball Corp., 4%, 11/15/2023    $ 1,009,000 $   1,074,585
Ball Corp., 4.875%, 3/15/2026      587,000      663,017
Ball Corp., 2.875%, 8/15/2030      878,000      875,805
           $2,613,407
Electrical Equipment – 1.0%
Arrow Electronics, Inc., 3.875%, 1/12/2028    $ 1,979,000 $   2,230,701
Electronics – 3.0%
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027    $ 2,494,000 $   2,802,331
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.5%, 1/15/2028      976,000    1,075,320
Broadcom, Inc., 4.3%, 11/15/2032      1,056,000    1,251,096
Sensata Technologies, Inc., 4.375%, 2/15/2030 (n)     1,150,000    1,237,688
Texas Instruments, Inc., 2.25%, 9/04/2029      519,000      558,958
           $6,925,393
Energy - Independent – 0.2%
Hess Corp., 5.8%, 4/01/2047    $ 297,000 $     377,351
Energy - Integrated – 1.0%
Eni S.p.A., 4.75%, 9/12/2028 (n)   $ 761,000 $     930,172
Eni S.p.A., 4.25%, 5/09/2029 (n)     650,000      769,643
Total Capital International S.A., 3.127%, 5/29/2050      509,000      550,592
           $2,250,407
 
9


Table of Contents
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Financial Institutions – 2.1%
AerCap Ireland Capital DAC, 4.875%, 1/16/2024    $ 434,000 $     473,660
AerCap Ireland Capital DAC, 3.65%, 7/21/2027      1,576,000    1,716,883
Avolon Holdings Funding Ltd., 4.25%, 4/15/2026 (n)     243,000      261,741
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)     624,000      675,797
Avolon Holdings Funding Ltd., 3.25%, 2/15/2027 (n)     621,000      633,381
International Lease Finance Corp., 5.875%, 8/15/2022      1,000,000    1,080,469
           $4,841,931
Food & Beverages – 3.4%
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038    $ 527,000 $     651,740
Anheuser-Busch InBev Worldwide, Inc., 5.55%, 1/23/2049      566,000      803,325
Anheuser-Busch InBev Worldwide, Inc., 4.75%, 4/15/2058      304,000      397,055
Conagra Brands, Inc., 1.375%, 11/01/2027      626,000      631,635
Constellation Brands, Inc., 4.25%, 5/01/2023      1,605,000    1,749,410
Constellation Brands, Inc., 2.875%, 5/01/2030      168,000      183,993
Constellation Brands, Inc., 3.75%, 5/01/2050      242,000      284,429
Diageo Capital PLC, 2.375%, 10/24/2029      1,023,000    1,100,724
JBS USA LLC/JBS USA Finance, Inc., 6.75%, 2/15/2028 (n)     938,000    1,053,843
JBS USA Lux S.A./JBS USA Finance, Inc., 6.5%, 4/15/2029 (n)     714,000      831,167
           $7,687,321
Gaming & Lodging – 2.4%
GLP Capital LP/GLP Financing II, Inc., 5.75%, 6/01/2028    $ 1,365,000 $   1,616,788
GLP Capital LP/GLP Financing II, Inc., 5.3%, 1/15/2029      319,000      371,195
Hilton Domestic Operating Co., Inc., 4.875%, 1/15/2030      922,000    1,007,285
Las Vegas Sands Corp., 3.9%, 8/08/2029      250,000      268,733
Marriott International, Inc., 4%, 4/15/2028      1,749,000    1,933,936
Sands China Ltd., 3.8%, 1/08/2026 (n)     220,000      234,401
           $5,432,338
Insurance - Health – 1.3%
Centene Corp., 4.625%, 12/15/2029    $ 383,000 $     425,210
Centene Corp., 3.375%, 2/15/2030      334,000      351,398
UnitedHealth Group, Inc., 4.625%, 7/15/2035      1,690,000    2,264,134
           $3,040,742
Issuer     Shares/Par Value ($)
Bonds – continued
Insurance - Property & Casualty – 2.5%
Aon Corp., 3.75%, 5/02/2029    $ 1,376,000 $   1,604,489
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049      874,000    1,023,751
Liberty Mutual Group, Inc., 3.951%, 10/15/2050 (n)     743,000      888,152
Marsh & McLennan Cos., Inc., 4.75%, 3/15/2039      740,000      994,774
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047      471,000      623,013
Swiss Re Ltd., 4.25%, 12/06/2042 (n)     468,000      588,564
           $5,722,743
Machinery & Tools – 0.8%
CNH Industrial Capital LLC, 4.2%, 1/15/2024    $ 515,000 $     564,840
CNH Industrial Capital LLC, 1.875%, 1/15/2026      288,000      301,538
CNH Industrial Capital LLC, 3.85%, 11/15/2027      905,000    1,019,159
           $1,885,537
Major Banks – 8.5%
Australia and New Zealand Banking Group Ltd., 2.57%, 11/25/2035 (n)   $ 827,000 $     843,192
Bank of America Corp., 3.124% to 1/20/2022, FLR (LIBOR - 3mo. + 1.16%) to 1/20/2023      1,232,000    1,267,343
Bank of America Corp., 3.004%, 12/20/2023      739,000      778,168
Bank of America Corp., 4.125%, 1/22/2024      1,142,000    1,267,978
Bank of America Corp., 3.5%, 4/19/2026      2,000,000    2,266,124
Bank of America Corp., 3.419% to 12/20/2027, FLR (LIBOR - 3mo. + 1.04%) to 12/20/2028      351,000      396,860
Credit Suisse Group AG, 4.5% to 3/03/2031, FLR (CMT - 1yr. + 3.554%) to 6/09/2070 (n)     452,000      454,215
Goldman Sachs Group, Inc., 2.6%, 2/07/2030      464,000      499,060
HSBC Holdings PLC, 2.357% to 8/18/2030, FLR (SOFR + 1.947%) to 8/18/2031      1,345,000    1,388,347
HSBC Holdings PLC, 5.25%, 3/14/2044      293,000      408,833
JPMorgan Chase & Co., 3.125%, 1/23/2025      688,000      753,407
JPMorgan Chase & Co., 3.54%, 5/01/2028      1,709,000    1,952,638
JPMorgan Chase & Co., 3.897% to 1/23/2048, FLR (LIBOR - 3mo. + 1.22%) to  1/23/2049      1,111,000    1,398,166
Morgan Stanley, 4.431% to 1/23/2029, FLR (LIBOR - 3mo. + 1.63%) to  1/23/2030      439,000      534,950
Morgan Stanley, 3.622% to 4/01/2030, FLR (SOFR + 3.12%) to 4/01/2031      2,049,000    2,379,414
PNC Bank N.A., 2.7%, 10/22/2029      675,000      737,648
 
10


Table of Contents
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Major Banks – continued
UBS Group AG, 3.126% to 8/13/2029, FLR (LIBOR - 3mo. + 1.468%) to 8/13/2030 (n)   $ 454,000 $     508,465
Wachovia Corp., 6.605%, 10/01/2025      1,270,000    1,587,460
        $19,422,268
Medical & Health Technology & Services – 5.1%
Alcon, Inc., 2.6%, 5/27/2030 (n)   $ 200,000 $     213,006
Alcon, Inc., 3.8%, 9/23/2049 (n)     247,000      290,882
Becton, Dickinson and Co., 3.734%, 12/15/2024      161,000      178,468
Becton, Dickinson and Co., 4.685%, 12/15/2044      847,000    1,091,681
Becton, Dickinson and Co., 4.669%, 6/06/2047      955,000    1,251,959
Cigna Corp., 4.125%, 11/15/2025      945,000    1,088,311
Cigna Corp., 3.2%, 3/15/2040      263,000      288,003
HCA, Inc., 4.75%, 5/01/2023      910,000      992,361
HCA, Inc., 5.25%, 6/15/2026      978,000    1,157,217
HCA, Inc., 5.875%, 2/01/2029      807,000      972,435
HCA, Inc., 3.5%, 9/01/2030      122,000      129,567
HCA, Inc., 5.125%, 6/15/2039      207,000      264,552
IQVIA Holdings, Inc., 5%, 5/15/2027 (n)     856,000      909,949
Laboratory Corp. of America Holdings, 3.25%, 9/01/2024      917,000      997,902
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      900,000    1,179,556
Thermo Fisher Scientific, Inc., 2.95%, 9/19/2026      555,000      618,546
        $11,624,395
Medical Equipment – 1.2%
Abbott Laboratories, 4.75%, 11/30/2036    $ 836,000 $   1,150,761
Boston Scientific Corp., 3.75%, 3/01/2026      548,000      621,754
Danaher Corp., 2.6%, 10/01/2050      726,000      752,293
Teleflex, Inc., 4.625%, 11/15/2027      125,000      134,339
Teleflex, Inc., 4.25%, 6/01/2028 (n)     91,000       96,460
           $2,755,607
Metals & Mining – 1.3%
Anglo American Capital PLC, 2.625%, 9/10/2030 (n)   $ 827,000 $     864,304
Freeport-McMoRan Copper & Gold, Inc., 4.625%, 8/01/2030      817,000      896,658
Glencore Funding LLC, 4.125%, 5/30/2023 (n)     863,000      933,291
Glencore Funding LLC, 2.5%, 9/01/2030 (n)     205,000      208,952
           $2,903,205
Midstream – 3.9%
Cheniere Corpus Christi Holdings LLC, 3.7%, 11/15/2029    $ 512,000 $     569,715
Energy Transfer Operating Co., 5%, 5/15/2050      378,000      408,707
Enterprise Products Operating LLC, 3.7%, 1/31/2051      1,201,000    1,319,657
Issuer     Shares/Par Value ($)
Bonds – continued
Midstream – continued
Galaxy Pipeline Assets Bidco Ltd., 1.75%, 9/30/2027 (n)   $ 1,365,000 $   1,385,496
MPLX LP, 4.5%, 4/15/2038      744,000      849,995
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/2029      323,000      337,853
Sabine Pass Liquefaction LLC, 5.625%, 4/15/2023      1,467,000    1,611,606
Sabine Pass Liquefaction LLC, 5.625%, 3/01/2025      133,000      155,094
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026      289,000      349,356
Sabine Pass Liquefaction LLC, 5%, 3/15/2027      414,000      487,969
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028      1,021,000    1,171,449
Sabine Pass Liquefaction LLC, 4.5%, 5/15/2030 (n)     203,000      240,492
           $8,887,389
Mortgage-Backed – 0.0%  
Freddie Mac, 3.244%, 8/25/2027    $ 69,000 $      79,151
Municipals – 1.4%
Florida State Board of Administration Finance Corp. Rev., “A”, 1.705%, 7/01/2027    $ 1,146,000 $   1,189,537
New Jersey Economic Development Authority State Pension Funding Rev., “A”, NATL, 7.425%, 2/15/2029      1,500,000    1,933,365
           $3,122,902
Natural Gas - Distribution – 2.8%
NiSource Finance Corp., 4.8%, 2/15/2044    $ 761,000 $     995,230
NiSource, Inc., 2.95%, 9/01/2029      1,371,000    1,507,451
NiSource, Inc., 5.65%, 2/01/2045      475,000      682,237
Sempra Energy, 3.25%, 6/15/2027      2,779,000    3,107,984
           $6,292,902
Natural Gas - Pipeline – 0.8%
APT Pipelines Ltd., 5%, 3/23/2035 (n)   $ 1,375,000 $   1,742,995
Network & Telecom – 1.4%
AT&T, Inc., 2.75%, 6/01/2031    $ 741,000 $     791,612
AT&T, Inc., 3.55%, 9/15/2055 (n)     1,406,000    1,398,524
Verizon Communications, Inc., 3.15%, 3/22/2030      310,000      347,329
Verizon Communications, Inc., 4.812%, 3/15/2039      247,000      321,834
Verizon Communications, Inc., 4.522%, 9/15/2048      310,000      403,584
           $3,262,883
Oils – 0.9%
Valero Energy Corp., 4.9%, 3/15/2045    $ 1,783,000 $   2,074,987
Other Banks & Diversified Financials – 0.4%
Groupe BPCE S.A., 4.5%, 3/15/2025 (n)   $ 760,000 $     858,951
 
11


Table of Contents
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Pollution Control – 0.6%
Republic Services, Inc., 3.95%, 5/15/2028    $ 1,100,000 $   1,289,420
Railroad & Shipping – 0.2%
Canadian Pacific Railway Co., 4.5%, 1/15/2022    $ 400,000 $     416,539
Real Estate - Other – 0.3%
Prologis LP, REIT, 2.25%, 4/15/2030    $ 637,000 $     682,214
Real Estate - Retail – 1.2%
Brixmor Operating Partnership LP, REIT, 4.125%, 5/15/2029    $ 114,000 $     131,075
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030      418,000      479,520
Realty Income Corp., REIT, 3.25%, 1/15/2031      371,000      420,337
VEREIT Operating Partnership LP, REIT, 3.4%, 1/15/2028      329,000      363,039
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029      1,317,000    1,420,184
           $2,814,155
Restaurants – 0.1%
McDonald's Corp., 4.2%, 4/01/2050    $ 251,000 $     322,112
Retailers – 2.6%
Alimentation Couche-Tard, Inc., 3.8%, 1/25/2050 (n)   $ 500,000 $     591,318
Best Buy Co., Inc., 4.45%, 10/01/2028      973,000    1,163,652
Dollar Tree, Inc., 4%, 5/15/2025      874,000      986,744
Dollar Tree, Inc., 4.2%, 5/15/2028      368,000      437,800
Home Depot, Inc., 3.3%, 4/15/2040      1,070,000    1,259,335
Home Depot, Inc., 4.875%, 2/15/2044      760,000    1,079,737
Lowe's Cos., Inc., 3%, 10/15/2050      470,000      501,024
           $6,019,610
Telecommunications - Wireless – 4.1%
American Tower Corp., REIT, 3.5%, 1/31/2023    $ 371,000 $     393,420
American Tower Corp., REIT, 3%, 6/15/2023      1,049,000    1,111,380
American Tower Corp., REIT, 4%, 6/01/2025      1,000,000    1,129,535
American Tower Corp., REIT, 3.6%, 1/15/2028      1,133,000    1,286,668
American Tower Corp., REIT, 3.8%, 8/15/2029      553,000      642,627
Crown Castle International Corp., 5.25%, 1/15/2023      470,000      514,271
Crown Castle International Corp., 3.15%, 7/15/2023      878,000      933,938
Crown Castle International Corp., 4.45%, 2/15/2026      338,000      391,010
Crown Castle International Corp., 3.7%, 6/15/2026      533,000      600,496
T-Mobile USA, Inc., 2.05%, 2/15/2028 (n)     1,201,000    1,249,232
Issuer     Shares/Par Value ($)
Bonds – continued
Telecommunications - Wireless – continued
T-Mobile USA, Inc., 4.5%, 4/15/2050 (n)   $ 850,000 $   1,048,377
           $9,300,954
Telephone Services – 0.8%
AT&T, Inc., 2.55%, 12/01/2033 (n)   $ 689,000 $     708,485
Deutsche Telekom AG, 3.625%, 1/21/2050 (n)     959,000    1,100,296
           $1,808,781
Transportation - Services – 0.5%
ERAC USA Finance LLC, 3.85%, 11/15/2024 (n)   $ 272,000 $     302,388
ERAC USA Finance LLC, 7%, 10/15/2037 (n)     421,000      652,229
ERAC USA Finance LLC, 4.5%, 2/15/2045 (n)     201,000      255,448
           $1,210,065
U.S. Treasury Obligations – 1.2%
U.S. Treasury Bonds, 3.5%, 2/15/2039 (f)   $ 1,243,000 $   1,685,721
U.S. Treasury Bonds, 3%, 2/15/2048      802,500    1,051,432
           $2,737,153
Utilities - Electric Power – 8.5%
Berkshire Hathaway Energy Co., 4.5%, 2/01/2045    $ 597,000 $     754,699
Berkshire Hathaway Energy Co., 4.25%, 10/15/2050 (n)     195,000      252,151
Duke Energy Corp., 3.75%, 9/01/2046      1,234,000    1,435,840
Duke Energy Progress LLC, 3.45%, 3/15/2029      582,000      675,732
Emera U.S. Finance LP, 3.55%, 6/15/2026      378,000      424,720
Enel Finance International N.V., 2.75%, 4/06/2023 (n)     1,974,000    2,065,313
Enel Finance International N.V., 2.65%, 9/10/2024      1,077,000    1,147,038
Enel Finance International N.V., 3.625%, 5/25/2027 (n)     471,000      534,248
Enel Finance International N.V., 4.75%, 5/25/2047 (n)     460,000      611,526
Evergy, Inc., 2.9%, 9/15/2029      1,510,000    1,654,330
Eversource Energy, 2.9%, 10/01/2024      991,000    1,069,309
Exelon Corp., 3.497%, 6/01/2022      1,163,000    1,209,711
FirstEnergy Corp., 3.9%, 7/15/2027      707,000      779,033
FirstEnergy Corp., 3.4%, 3/01/2050      1,264,000    1,208,564
Georgia Power Co., 3.7%, 1/30/2050      128,000      152,901
NextEra Energy Capital Holdings, Inc., 3.15%, 4/01/2024      1,283,000    1,386,713
NextEra Energy Operating Co., 4.5%, 9/15/2027 (n)     1,000,000    1,119,270
Pacific Gas & Electric Co., 2.1%, 8/01/2027      544,000      552,025
PG&E Corp., 5.25%, 7/01/2030      564,000      620,400
PPL Capital Funding, Inc., 5%, 3/15/2044      590,000      760,610
Southern Co., 2.95%, 7/01/2023      440,000      465,916
 
12


Table of Contents
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Utilities - Electric Power – continued
Virginia Electric & Power Co., 2.875%, 7/15/2029    $ 579,000 $     649,397
        $19,529,446
Total Bonds (Identified Cost, $198,238,272)   $ 222,217,731
Investment Companies (h) – 2.2%
Money Market Funds – 2.2%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $4,930,371)     4,930,371 $   4,930,371
Other Assets, Less Liabilities – 0.5%      1,224,393
Net Assets – 100.0% $ 228,372,495
(f) All or a portion of the security has been segregated as collateral for open futures contracts.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $4,930,371 and $222,217,731, respectively.      
(i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.      
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $50,751,824, representing 22.2% of net assets.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
The following abbreviations are used in this report and are defined:
CMT Constant Maturity Treasury
FLR Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
LIBOR London Interbank Offered Rate
NATL National Public Finance Guarantee Corp.
REIT Real Estate Investment Trust
SOFR Secured Overnight Financing Rate
Derivative Contracts at 12/31/20
Futures Contracts
Description Long/
Short
Currency Contracts Notional
Amount
Expiration
Date
Value/Unrealized
Appreciation
(Depreciation)
Asset Derivative
Interest Rate Futures    
U.S. Treasury Note 2 yr Long USD 70 $15,468,359 March – 2021 $12,877
U.S. Treasury Ultra Note 10 yr Short USD 48 7,505,250 March – 2021 5,826
            $18,703
Liability Derivative
Interest Rate Futures    
U.S. Treasury Note 10 yr Short USD 97 $13,393,578 March – 2021 $(25,360)
U.S. Treasury Ultra Bond Long USD 42 8,969,625 March – 2021 (47,407)
            $(72,767)
At December 31, 2020, the fund had liquid securities with an aggregate value of $249,535 to cover any collateral or margin obligations for certain derivative contracts.
See Notes to Financial Statements
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MFS Corporate Bond Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $198,238,272) $222,217,731
Investments in affiliated issuers, at value (identified cost, $4,930,371) 4,930,371
Receivables for  
Net daily variation margin on open futures contracts 12,074
Fund shares sold 132,903
Interest 1,987,253
Receivable from investment adviser 9,261
Other assets 1,426
Total assets $229,291,019
Liabilities  
Payables for  
Investments purchased $811,984
Fund shares reacquired 34,810
Payable to affiliates  
Administrative services fee 207
Shareholder servicing costs 35
Distribution and/or service fees 2,307
Payable for independent Trustees' compensation 162
Accrued expenses and other liabilities 69,019
Total liabilities $918,524
Net assets $228,372,495
Net assets consist of  
Paid-in capital $194,597,568
Total distributable earnings (loss) 33,774,927
Net assets $228,372,495
Shares of beneficial interest outstanding 18,150,666
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $59,133,495 4,651,000 $12.71
Service Class 169,239,000 13,499,666 12.54
See Notes to Financial Statements
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MFS Corporate Bond Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Interest $7,522,100
Dividends from affiliated issuers 18,118
Other 16,078
Total investment income $7,556,296
Expenses  
Management fee $1,284,829
Distribution and/or service fees 390,952
Shareholder servicing costs 6,721
Administrative services fee 39,121
Independent Trustees' compensation 8,259
Custodian fee 16,352
Shareholder communications 21,583
Audit and tax fees 77,358
Legal fees 1,863
Miscellaneous 33,411
Total expenses $1,880,449
Reduction of expenses by investment adviser (137,977)
Net expenses $1,742,472
Net investment income (loss) $5,813,824
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $4,971,297
Affiliated issuers (220)
Futures contracts (466,895)
Net realized gain (loss) $4,504,182
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $9,502,288
Futures contracts (81,964)
Net unrealized gain (loss) $9,420,324
Net realized and unrealized gain (loss) $13,924,506
Change in net assets from operations $19,738,330
See Notes to Financial Statements
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MFS Corporate Bond Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $5,813,824 $6,928,175
Net realized gain (loss) 4,504,182 2,581,423
Net unrealized gain (loss) 9,420,324 20,198,604
Change in net assets from operations $19,738,330 $29,708,202
Total distributions to shareholders $(7,693,047) $(8,024,012)
Change in net assets from fund share transactions $(3,220,009) $(13,013,178)
Total change in net assets $8,825,274 $8,671,012
Net assets    
At beginning of period 219,547,221 210,876,209
At end of period $228,372,495 $219,547,221
See Notes to Financial Statements
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MFS Corporate Bond Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $11.94 $10.81 $11.64 $11.36 $11.16
Income (loss) from investment operations          
Net investment income (loss) (d) $0.36 $0.39 $0.38 $0.39 $0.41(c)
Net realized and unrealized gain (loss) 0.89 1.19 (0.72) 0.33 0.31
Total from investment operations $1.25 $1.58 $(0.34) $0.72 $0.72
Less distributions declared to shareholders          
From net investment income $(0.44) $(0.45) $(0.44) $(0.44) $(0.50)
From net realized gain (0.04) (0.05) (0.02)
Total distributions declared to shareholders $(0.48) $(0.45) $(0.49) $(0.44) $(0.52)
Net asset value, end of period (x) $12.71 $11.94 $10.81 $11.64 $11.36
Total return (%) (k)(r)(s)(x) 10.57 14.65 (3.00) 6.39 6.28(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.70 0.69 0.68 0.68 0.65(c)
Expenses after expense reductions (f) 0.63 0.63 0.63 0.63 0.60(c)
Net investment income (loss) 2.90 3.33 3.44 3.37 3.52(c)
Portfolio turnover 41 34 32 36 31
Net assets at end of period (000 omitted) $59,133 $57,714 $56,506 $65,445 $66,858
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $11.78 $10.66 $11.49 $11.22 $11.03
Income (loss) from investment operations          
Net investment income (loss) (d) $0.32 $0.35 $0.35 $0.36 $0.37(c)
Net realized and unrealized gain (loss) 0.89 1.19 (0.72) 0.32 0.30
Total from investment operations $1.21 $1.54 $(0.37) $0.68 $0.67
Less distributions declared to shareholders          
From net investment income $(0.41) $(0.42) $(0.41) $(0.41) $(0.46)
From net realized gain (0.04) (0.05) (0.02)
Total distributions declared to shareholders $(0.45) $(0.42) $(0.46) $(0.41) $(0.48)
Net asset value, end of period (x) $12.54 $11.78 $10.66 $11.49 $11.22
Total return (%) (k)(r)(s)(x) 10.34 14.46 (3.31) 6.11 5.98(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.95 0.94 0.93 0.93 0.90(c)
Expenses after expense reductions (f) 0.88 0.88 0.88 0.88 0.85(c)
Net investment income (loss) 2.65 3.08 3.18 3.12 3.27(c)
Portfolio turnover 41 34 32 36 31
Net assets at end of period (000 omitted) $169,239 $161,833 $154,370 $194,337 $188,440
    
See Notes to Financial Statements
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MFS Corporate Bond Portfolio
Financial Highlights - continued
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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MFS Corporate Bond Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS Corporate Bond Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service.  Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally
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MFS Corporate Bond Portfolio
Notes to Financial Statements  - continued
traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents $— $2,737,153 $— $2,737,153
Municipal Bonds 3,122,902 3,122,902
U.S. Corporate Bonds 178,247,174 178,247,174
Residential Mortgage-Backed Securities 79,151 79,151
Commercial Mortgage-Backed Securities 82,826 82,826
Asset-Backed Securities (including CDOs) 97,175 97,175
Foreign Bonds 37,851,350 37,851,350
Mutual Funds 4,930,371 4,930,371
Total $4,930,371 $222,217,731 $— $227,148,102
Other Financial Instruments        
Futures Contracts – Asset Derivative $18,703 $— $— $18,703
Futures Contracts – Liability Derivative (72,767) (72,767)
For further information regarding security characteristics, see the Portfolio of Investments.
Derivatives — The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by the fund during the period were futures contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund's period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2020 as reported in the Statement of Assets and Liabilities:
    Fair Value (a)
Risk Derivative Contracts Asset Derivatives Liability Derivatives
Interest Rate Interest Rate Futures $18,703 $(72,767)
(a) Values presented in this table for futures contracts correspond to the values reported in the fund's Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund's Statement of Assets and Liabilities.
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Notes to Financial Statements  - continued
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:
Risk Futures
Contracts
Interest Rate $(466,895)
The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:
Risk Futures
Contracts
Interest Rate $(81,964)
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund's custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund's collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Futures Contracts — The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
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Notes to Financial Statements  - continued
Investment Transactions and Income — Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to amortization and accretion of debt securities.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $7,393,039 $8,024,012
Long-term capital gains 300,008
Total distributions $7,693,047 $8,024,012
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 12/31/20  
Cost of investments $203,417,984
Gross appreciation 23,789,929
Gross depreciation (113,875)
Net unrealized appreciation (depreciation) $23,676,054
Undistributed ordinary income 5,900,606
Undistributed long-term capital gain 4,198,267
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $2,184,264   $2,204,366
Service Class 5,508,783   5,819,646
Total $7,693,047   $8,024,012
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MFS Corporate Bond Portfolio
Notes to Financial Statements  - continued
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.60%
In excess of $1 billion 0.50%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $23,530, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.59% of the fund's average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.63% of average daily net assets for the Initial Class shares and 0.88% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $114,447, which is included in the reduction of total expenses in the Statement of Operations.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $6,317, which equated to 0.0029% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $404.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0183% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, were as follows:
  Purchases Sales
U.S. Government securities $3,910,817 $14,484,048
Non-U.S. Government securities 81,596,403 76,564,881
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Notes to Financial Statements  - continued
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 512,275 $6,356,882   202,825 $2,364,950
Service Class 2,413,646 29,610,213   1,370,646 15,476,443
  2,925,921 $35,967,095   1,573,471 $17,841,393
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 177,294 $2,184,264   184,930 $2,204,366
Service Class 453,025 5,508,783   494,447 5,819,646
  630,319 $7,693,047   679,377 $8,024,012
Shares reacquired          
Initial Class (873,200) $(10,710,012)   (781,648) $(9,055,470)
Service Class (3,109,400) (36,170,139)   (2,597,324) (29,823,113)
  (3,982,600) $(46,880,151)   (3,378,972) $(38,878,583)
Net change          
Initial Class (183,631) $(2,168,866)   (393,893) $(4,486,154)
Service Class (242,729) (1,051,143)   (732,231) (8,527,024)
  (426,360) $(3,220,009)   (1,126,124) $(13,013,178)
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $1,143 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $4,381,121 $84,199,818 $83,650,348 $(220) $— $4,930,371
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $18,118 $—
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MFS Corporate Bond Portfolio
Notes to Financial Statements  - continued
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
25


Table of Contents
MFS Corporate Bond Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Corporate Bond Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Corporate Bond Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not recieved from brokers we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Corporate Bond Portfolio
Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
27


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MFS Corporate Bond Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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MFS Corporate Bond Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
Alexander Mackey
Henry Peabody
Robert Persons
 
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Table of Contents
MFS Corporate Bond Portfolio
Board Review of Investment Advisory Agreement
MFS Corporate Bond Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 2nd quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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MFS Corporate Bond Portfolio
Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS Corporate Bond Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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MFS Corporate Bond Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $331,000 as capital gain dividends paid during the fiscal year.
The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).
33


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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
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Table of Contents
Annual Report
December 31, 2020
MFS®  Core Equity Portfolio
MFS® Variable Insurance Trust II
RGS-ANN


Table of Contents
MFS® Core Equity Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS Core Equity Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Table of Contents
MFS Core Equity Portfolio
Portfolio Composition
Portfolio structure
Top ten holdings
Apple, Inc. 6.4%
Microsoft Corp. 5.2%
Amazon.com, Inc. 4.7%
Alphabet, Inc., “A” 3.1%
Facebook, Inc., “A” 2.1%
Johnson & Johnson 2.0%
Visa, Inc., “A” 1.9%
Adobe Systems, Inc. 1.6%
Merck & Co., Inc. 1.5%
Bank of America Corp. 1.4%
Global equity sectors (k)
Technology 31.2%
Financial Services 14.8%
Health Care (s) 14.1%
Capital Goods (s) 13.2%
Consumer Cyclicals 13.1%
Energy 5.0%
Consumer Staples 4.7%
Telecommunications and Cable Television 3.3%
 
(k) The sectors set forth above and the associated portfolio composition are based on MFS’ own custom sector classification methodology.
(s) Includes securities sold short.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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Table of Contents
MFS Core Equity Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Core Equity Portfolio (fund) provided a total return of 18.71%, while Service Class shares of the fund provided a total return of 18.39%. These compare with a return of 20.89% over the same period for the fund’s benchmark, the Russell 3000® Index.
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Detractors from Performance
Security selection within the capital goods sector detracted from performance relative to the Russell 3000® Index, led by the fund's not holding shares of strong-performing electric vehicle manufacturer Tesla. The share price of Tesla appreciated throughout the period after the company disclosed record deliveries amid the launch of its Model Y and China factory. Additionally, Tesla was added as a constituent to the S&P 500 Index, which further boosted its stock performance.
Security selection in both the health care and technology sectors also hindered relative performance. Within the health care sector, the fund’s overweight position in medical devices maker Boston Scientific weakened relative returns. Within the technology sector, an overweight position in semiconductor company Intel, and not holding shares of computer graphics processors maker NVIDIA and digital payment technology developer Paypal Holdings, weighed on the fund's relative results. The share price of Intel depreciated driven by weakness in its Data Center Group. Additionally, the firm came under pressure as management delayed the ramp-up of its 7nm process technology, while competitor AMD appeared to have gained market share in PCs and server chips.
Elsewhere, the timing of the fund’s ownership in shares of diversified financial services firm Citigroup(h), and its overweight positions in weak-performing real estate investment trust EPR Properties, integrated energy company Chevron, banking services provider Truist Financial and financial services firm U.S. Bancorp, further dampened relative returns.
Contributors to Performance
Security selection in the financial services sector contributed to relative performance, led by the timing of the fund’s ownership in shares of diversified financial services firm Wells Fargo, and not owning shares of weak-performing global financial services firm JPMorgan Chase.
Security selection in both the telecommunications and cable television and energy sectors also bolstered relative results. Within the telecommunications and cable television sector, not owning shares of telecommunication services provider AT&T, and the timing of the fund’s ownership in shares of broadcast and communication tower management firm American Tower(h), supported relative
3


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MFS Core Equity Portfolio
Management Review - continued
results. Within the energy sector, not holding shares of integrated oil and gas company Exxon Mobil also helped relative returns. The share price of Exxon Mobil suffered as oil and gas prices came under significant pressure during the period due to lower volumes and production caused by the COVID-19 virus and the price war between Saudi Arabia and Russia.
Stocks in other sectors that were among the fund's top relative contributors included its overweight positions in computer and personal electronics maker Apple, internet retailer Amazon.com and integrated circuits and electronic devices developer Cadence Design Systems. Despite headwinds related to COVID-19, the share price of Apple appreciated as product demand recovered more rapidly than expected and the shift toward work-from-home and remote learning supported strong iPhone and iPad sales. Additionally, shares of Apple reacted positively to the announcement of a new line of its flagship iPhone product with 5G compatibility. Lastly, not holding shares of aerospace company Boeing, and the fund’s holdings of analytics provider Clarivate Analytics(b), also aided relative returns.
Respectfully,
Portfolio Manager(s)
Joseph MacDougall
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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Table of Contents
MFS Core Equity Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 5/12/97 18.71% 16.15% 13.82%
Service Class 8/24/01 18.39% 15.85% 13.53%
Comparative benchmark(s)
Russell 3000® Index (f) 20.89% 15.43% 13.79%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
Russell 3000® Index(h) – constructed to provide a comprehensive barometer for the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.
It is not possible to invest directly in an index.
(h) Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this document. No further distribution of Russell Data is permitted without Russell's express written consent. Russell does not promote, sponsor, or endorse the content of this document.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
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MFS Core Equity Portfolio
Performance Summary – continued
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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Table of Contents
MFS Core Equity Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.85% $1,000.00 $1,217.51 $4.74
Hypothetical (h) 0.85% $1,000.00 $1,020.86 $4.32
Service Class Actual 1.10% $1,000.00 $1,215.61 $6.13
Hypothetical (h) 1.10% $1,000.00 $1,019.61 $5.58
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
Notes to Expense Table
Expense ratios include 0.02% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
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Table of Contents
MFS Core Equity Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 100.2%
Aerospace – 2.7%  
CACI International, Inc., “A” (a)   1,324 $     330,113
Curtiss-Wright Corp.   3,505      407,807
Honeywell International, Inc.   8,788    1,869,208
KBR, Inc.   12,257      379,109
L3Harris Technologies, Inc.   4,520      854,370
Northrop Grumman Corp.   1,759      536,003
PAE, Inc. (a)   65,330      599,729
Raytheon Technologies Corp.   19,579    1,400,094
           $6,376,433
Alcoholic Beverages – 0.3%  
Constellation Brands, Inc., “A”   3,264 $     714,979
Apparel Manufacturers – 0.3%  
Skechers USA, Inc., “A” (a)   21,904 $     787,230
Automotive – 1.3%  
Aptiv PLC   9,601 $   1,250,914
LKQ Corp. (a)   30,056    1,059,173
Visteon Corp. (a)   5,684      713,456
           $3,023,543
Biotechnology – 0.9%  
Adaptive Biotechnologies Corp. (a)   4,554 $     269,278
Illumina, Inc. (a)   1,511      559,070
Seer, Inc. (a)   521       29,249
Vertex Pharmaceuticals, Inc. (a)   5,394    1,274,818
           $2,132,415
Broadcasting – 0.5%  
Netflix, Inc. (a)   1,993 $   1,077,675
Brokerage & Asset Managers – 1.7%  
Cboe Global Markets, Inc.   7,289 $     678,752
Charles Schwab Corp.   52,671    2,793,670
NASDAQ, Inc.   2,802      371,937
           $3,844,359
Business Services – 3.3%  
Accenture PLC, “A”   2,990 $     781,018
Amdocs Ltd.   7,151      507,220
Clarivate PLC (a)   49,572    1,472,784
Fidelity National Information Services, Inc.   7,935    1,122,485
Fiserv, Inc. (a)   8,187      932,172
Global Payments, Inc.   5,213    1,122,985
Proofpoint, Inc. (a)   3,300      450,153
Verisk Analytics, Inc., “A”   6,493    1,347,882
           $7,736,699
Cable TV – 1.2%  
Cable One, Inc.   143 $     318,564
Liberty Broadband Corp. (a)   15,978    2,530,436
           $2,849,000
Issuer     Shares/Par Value ($)
Common Stocks – continued
Chemicals – 0.6%  
Element Solutions, Inc.   52,069 $     923,183
FMC Corp.   4,755      546,492
           $1,469,675
Computer Software – 10.2%  
Adobe Systems, Inc. (a)   7,534 $   3,767,904
Atlassian Corp. PLC, “A” (a)   7,093    1,658,840
Cadence Design Systems, Inc. (a)   9,694    1,322,553
Eventbrite, Inc. (a)   42,639      771,766
Everbridge, Inc. (a)   6,301      939,290
Microsoft Corp.   54,420 12,104,096
Ping Identity Holding Corp. (a)   7,177      205,549
salesforce.com, inc. (a)   13,367    2,974,559
        $23,744,557
Computer Software - Systems – 8.1%  
Apple, Inc. (s)   111,212 $ 14,756,720
EPAM Systems, Inc. (a)   1,924      689,466
ServiceNow, Inc. (a)   2,988    1,644,685
Square, Inc., “A” (a)   4,449      968,280
Zebra Technologies Corp., “A” (a)   2,039      783,649
        $18,842,800
Construction – 1.7%  
AvalonBay Communities, Inc., REIT   4,584 $     735,411
AZEK Co. LLC (a)   5,283      203,131
D.R. Horton, Inc.   3,869      266,652
Masco Corp.   13,270      728,921
Otis Worldwide Corp.   7,575      511,691
Sherwin-Williams Co.   1,134      833,388
Vulcan Materials Co.   4,544      673,921
           $3,953,115
Consumer Products – 1.4%  
Colgate-Palmolive Co.   13,822 $   1,181,919
Energizer Holdings, Inc.   2,615      110,301
Kimberly-Clark Corp.   6,519      878,957
Procter & Gamble Co.   8,321    1,157,784
           $3,328,961
Consumer Services – 0.4%  
Bright Horizons Family Solutions, Inc. (a)   1,467 $     253,776
Grand Canyon Education, Inc. (a)   6,740      627,562
             $881,338
Containers – 0.3%  
Ball Corp.   7,242 $     674,809
Electrical Equipment – 1.2%  
AMETEK, Inc.   5,416 $     655,011
Johnson Controls International PLC   10,235      476,849
Sensata Technologies Holding PLC (a)   24,279    1,280,474
TE Connectivity Ltd.   2,660      322,046
           $2,734,380
 
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MFS Core Equity Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Electronics – 3.9%  
Applied Materials, Inc.   19,831 $   1,711,415
Intel Corp.   25,503    1,270,560
Lam Research Corp.   2,218    1,047,495
Monolithic Power Systems, Inc.   1,522      557,402
NXP Semiconductors N.V.   11,916    1,894,763
Silicon Laboratories, Inc. (a)   1,472      187,445
Texas Instruments, Inc.   14,472    2,375,289
           $9,044,369
Energy - Independent – 0.7%  
ConocoPhillips   15,006 $     600,090
Diamondback Energy, Inc.   7,041      340,784
Pioneer Natural Resources Co.   3,220      366,726
Valero Energy Corp.   7,049      398,762
           $1,706,362
Energy - Integrated – 0.8%  
Chevron Corp.   20,609 $   1,740,430
Food & Beverages – 2.5%  
Archer Daniels Midland Co.   12,017 $     605,777
Coca-Cola Co.   7,297      400,168
Coca-Cola European Partners PLC   6,937      345,671
Hostess Brands, Inc. (a)   23,452      343,337
J.M. Smucker Co.   2,999      346,684
Mondelez International, Inc.   25,745    1,505,310
Nomad Foods Ltd. (a)   8,869      225,450
PepsiCo, Inc.   13,597    2,016,435
           $5,788,832
Food & Drug Stores – 1.1%  
Grocery Outlet Holding Corp. (a)   5,992 $     235,186
Wal-Mart Stores, Inc.   15,658    2,257,101
           $2,492,287
Gaming & Lodging – 0.6%  
Marriott International, Inc., “A”   5,893 $     777,405
Wyndham Hotels & Resorts, Inc.   9,355      556,061
           $1,333,466
General Merchandise – 0.8%  
Dollar General Corp.   8,619 $   1,812,576
Health Maintenance Organizations – 1.6%  
Cigna Corp.   10,427 $   2,170,693
Humana, Inc.   3,627    1,488,049
           $3,658,742
Insurance – 3.5%  
Aon PLC   11,340 $   2,395,802
Arthur J. Gallagher & Co.   10,031    1,240,935
Assurant, Inc.   5,041      686,685
Chubb Ltd.   9,814    1,510,571
Everest Re Group Ltd.   1,354      316,958
Hartford Financial Services Group, Inc.   15,763      772,072
MetLife, Inc.   11,588      544,056
Reinsurance Group of America, Inc.   3,352      388,497
Third Point Reinsurance Ltd. (a)   34,398      327,469
           $8,183,045
Issuer     Shares/Par Value ($)
Common Stocks – continued
Internet – 5.2%  
Airbnb, Inc., “A” (a)   412 $      60,482
Alphabet, Inc., “A” (a)(s)   4,057    7,110,460
Facebook, Inc., “A” (a)   17,707    4,836,844
        $12,007,786
Leisure & Toys – 0.7%  
Electronic Arts, Inc.   11,672 $   1,676,099
Machinery & Tools – 2.1%  
Caterpillar, Inc.   4,572 $     832,196
Cummins, Inc.   2,266      514,609
Eaton Corp. PLC   6,829      820,436
IDEX Corp.   1,922      382,862
Ingersoll Rand, Inc. (a)   9,896      450,862
Roper Technologies, Inc.   2,899    1,249,730
Trane Technologies PLC   4,015      582,817
           $4,833,512
Major Banks – 3.8%  
Bank of America Corp.   103,531 $   3,138,025
Goldman Sachs Group, Inc.   9,702    2,558,514
PNC Financial Services Group, Inc.   13,162    1,961,138
Wells Fargo & Co.   35,245    1,063,694
           $8,721,371
Medical & Health Technology & Services – 2.2%  
IDEXX Laboratories, Inc. (a)   935 $     467,378
McKesson Corp.   8,269    1,438,145
PRA Health Sciences, Inc. (a)   15,209    1,907,817
Quest Diagnostics, Inc.   8,506    1,013,660
Teladoc Health, Inc. (a)   1,389      277,744
           $5,104,744
Medical Equipment – 4.2%  
Becton, Dickinson and Co.   5,070 $   1,268,615
Boston Scientific Corp. (a)   40,948    1,472,081
Danaher Corp.   3,242      720,178
Maravai Lifesciences Holdings, Inc., “A” (a)   35,008      981,974
Masimo Corp. (a)   742      199,138
Medtronic PLC   21,787    2,552,129
PerkinElmer, Inc.   7,342    1,053,577
STERIS PLC   8,025    1,521,059
           $9,768,751
Natural Gas - Pipeline – 0.3%  
Cheniere Energy, Inc. (a)   3,855 $     231,416
Enterprise Products Partners LP   20,043      392,642
             $624,058
Network & Telecom – 0.5%  
Equinix, Inc., REIT   1,517 $   1,083,411
Oil Services – 0.3%  
Cactus, Inc., “A”   7,447 $     194,143
ChampionX Corp. (a)   35,956      550,127
             $744,270
 
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MFS Core Equity Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Other Banks & Diversified Financials – 4.0%  
Bank OZK   18,238 $     570,302
Moody's Corp.   2,965      860,562
Northern Trust Corp.   6,387      594,885
Prosperity Bancshares, Inc.   2,909      201,768
SVB Financial Group (a)   1,049      406,834
Truist Financial Corp.   31,783    1,523,359
U.S. Bancorp   14,218      662,417
Visa, Inc., “A”   20,087    4,393,629
           $9,213,756
Pharmaceuticals – 5.7%  
Eli Lilly & Co.   17,132 $   2,892,567
Johnson & Johnson   28,982    4,561,187
Merck & Co., Inc.   43,238    3,536,868
Zoetis, Inc.   13,348    2,209,094
        $13,199,716
Pollution Control – 0.3%  
GFL Environmental, Inc.   20,737 $     605,106
U.S. Ecology, Inc.   4,950      179,833
             $784,939
Printing & Publishing – 0.1%  
Warner Music Group Corp.   6,793 $     258,066
Railroad & Shipping – 1.2%  
Canadian Pacific Railway Ltd.   4,316 $   1,496,314
Kansas City Southern Co.   6,802    1,388,492
           $2,884,806
Real Estate – 1.9%  
Broadstone Net Lease, Inc.   25,182 $     493,064
EPR Properties, REIT   42,641    1,385,832
Industrial Logistics Properties Trust, REIT   21,204      493,841
Lexington Realty Trust, REIT   28,161      299,070
STORE Capital Corp., REIT   22,501      764,584
Sun Communities, Inc., REIT   1,870      284,147
W.P. Carey, Inc., REIT   9,945      701,918
           $4,422,456
Restaurants – 1.6%  
Performance Food Group Co. (a)   7,258 $     345,554
Starbucks Corp.   19,387    2,074,021
Texas Roadhouse, Inc.   5,545      433,397
Wendy's Co.   34,511      756,481
           $3,609,453
Specialty Chemicals – 1.5%  
Air Products & Chemicals, Inc.   3,750 $   1,024,575
Avient Corp.   16,099      648,468
Axalta Coating Systems Ltd. (a)   19,871      567,317
DuPont de Nemours, Inc.   13,132      933,816
Univar Solutions, Inc. (a)   14,613      277,793
           $3,451,969
Specialty Stores – 7.1%  
Amazon.com, Inc. (a)(s)   3,371 $ 10,979,111
AutoZone, Inc. (a)   1,046    1,239,970
Burlington Stores, Inc. (a)   2,359      616,997
Issuer     Shares/Par Value ($)
Common Stocks – continued
Specialty Stores – continued  
Home Depot, Inc.   8,001 $   2,125,226
Ross Stores, Inc.   7,651      939,619
Urban Outfitters, Inc. (a)   24,687      631,987
        $16,532,910
Telecommunications - Wireless – 1.8%  
SBA Communications Corp., REIT   5,346 $   1,508,267
T-Mobile USA, Inc. (a)   19,202    2,589,390
           $4,097,657
Telephone Services – 0.5%  
Verizon Communications, Inc.   19,112 $   1,122,830
Tobacco – 0.4%  
Philip Morris International, Inc.   12,504 $   1,035,206
Trucking – 0.3%  
Forward Air Corp.   6,165 $     473,718
J.B. Hunt Transport Services, Inc.   2,464      336,706
             $810,424
Utilities - Electric Power – 2.9%  
American Electric Power Co., Inc.   9,347 $     778,325
CenterPoint Energy, Inc.   19,161      414,644
CenterPoint Energy, Inc. (a)(z)   11,576      250,505
DTE Energy Co.   2,753      334,242
Duke Energy Corp.   4,549      416,506
Evergy, Inc.   7,660      425,207
Exelon Corp.   16,017      676,238
NextEra Energy, Inc.   21,684    1,672,920
PG&E Corp. (a)   38,374      478,140
Pinnacle West Capital Corp.   3,842      307,168
Southern Co.   8,292      509,377
Xcel Energy, Inc.   8,515      567,695
           $6,830,967
Total Common Stocks (Identified Cost, $145,331,919)   $ 232,751,234
Investment Companies (h) – 0.6%
Money Market Funds – 0.6%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $1,489,118)     1,489,118 $   1,489,118
Securities Sold Short – (0.8)%
Medical & Health Technology & Services – (0.5)%
Healthcare Services Group, Inc.     (41,530) $ (1,166,993)
Telecommunications - Wireless – (0.2)%
Crown Castle International Corp., REIT     (2,286) $    (363,908)
Trucking – (0.1)%
XPO Logistics, Inc.     (1,913) $    (228,030)
Total Securities Sold Short
(Proceeds Received, $1,522,683)
 $ (1,758,931)
Other Assets, Less Liabilities – (0.0)%        (92,397)
Net Assets – 100.0% $ 232,389,024
 
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Portfolio of Investments – continued
(a) Non-income producing security.
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $1,489,118 and $232,751,234, respectively.
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.
(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:
Restricted Securities Acquisition
Date
Cost Value
CenterPoint Energy, Inc. 5/07/20 $186,142 $250,505
% of Net assets     0.1%
    
The following abbreviations are used in this report and are defined:
REIT Real Estate Investment Trust
At December 31, 2020, the fund had cash collateral of $22,014 and other liquid securities with an aggregate value of $4,002,807 to cover any collateral or margin obligations for securities sold short. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
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MFS Core Equity Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $145,331,919) $232,751,234
Investments in affiliated issuers, at value (identified cost, $1,489,118) 1,489,118
Cash 2,147
Deposits with brokers for  
Securities sold short 22,014
Receivables for  
Fund shares sold 4,682
Dividends 203,915
Other assets 1,384
Total assets $234,474,494
Liabilities  
Payables for  
Securities sold short, at value (proceeds received, $1,522,683) $1,758,931
Fund shares reacquired 255,014
Payable to affiliates  
Investment adviser 9,325
Administrative services fee 210
Shareholder servicing costs 74
Distribution and/or service fees 744
Payable for independent Trustees' compensation 142
Accrued expenses and other liabilities 61,030
Total liabilities $2,085,470
Net assets $232,389,024
Net assets consist of  
Paid-in capital $124,782,705
Total distributable earnings (loss) 107,606,319
Net assets $232,389,024
Shares of beneficial interest outstanding 8,362,913
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $177,571,072 6,369,871 $27.88
Service Class 54,817,952 1,993,042 27.50
See Notes to Financial Statements
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MFS Core Equity Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Dividends $2,915,445
Other 18,157
Dividends from affiliated issuers 9,094
Income on securities loaned 713
Foreign taxes withheld (7,049)
Total investment income $2,936,360
Expenses  
Management fee $1,546,467
Distribution and/or service fees 117,481
Shareholder servicing costs 13,625
Administrative services fee 38,024
Independent Trustees' compensation 8,268
Custodian fee 11,800
Shareholder communications 23,206
Audit and tax fees 58,710
Legal fees 3,337
Dividend and interest expense on securities sold short 56,407
Interest expense and fees 1,069
Miscellaneous 32,053
Total expenses $1,910,447
Reduction of expenses by investment adviser (22,664)
Net expenses $1,887,783
Net investment income (loss) $1,048,577
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $19,785,065
Affiliated issuers (663)
Securities sold short (117,599)
Foreign currency (232)
Net realized gain (loss) $19,666,571
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $16,463,129
Affiliated issuers 22
Securities sold short (226,175)
Translation of assets and liabilities in foreign currencies (26)
Net unrealized gain (loss) $16,236,950
Net realized and unrealized gain (loss) $35,903,521
Change in net assets from operations $36,952,098
See Notes to Financial Statements
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MFS Core Equity Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $1,048,577 $1,426,764
Net realized gain (loss) 19,666,571 10,423,720
Net unrealized gain (loss) 16,236,950 46,036,440
Change in net assets from operations $36,952,098 $57,886,924
Total distributions to shareholders $(11,731,291) $(28,139,029)
Change in net assets from fund share transactions $(7,064,004) $(1,702,049)
Total change in net assets $18,156,803 $28,045,846
Net assets    
At beginning of period 214,232,221 186,186,375
At end of period $232,389,024 $214,232,221
See Notes to Financial Statements
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MFS Core Equity Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $24.81 $21.68 $25.21 $21.67 $21.28
Income (loss) from investment operations          
Net investment income (loss) (d) $0.14 $0.18 $0.20 $0.17 $0.21(c)
Net realized and unrealized gain (loss) 4.38 6.59 (0.78) 5.04 2.16
Total from investment operations $4.52 $6.77 $(0.58) $5.21 $2.37
Less distributions declared to shareholders          
From net investment income $(0.18) $(0.21) $(0.18) $(0.23) $(0.17)
From net realized gain (1.27) (3.43) (2.77) (1.44) (1.81)
Total distributions declared to shareholders $(1.45) $(3.64) $(2.95) $(1.67) $(1.98)
Net asset value, end of period (x) $27.88 $24.81 $21.68 $25.21 $21.67
Total return (%) (k)(r)(s)(x) 18.71 33.19 (3.83) 24.82 11.38(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.87 0.88 0.87 0.87 0.84(c)
Expenses after expense reductions (f) 0.86 0.87 0.86 0.86 0.82(c)
Net investment income (loss) 0.56 0.75 0.79 0.72 1.00(c)
Portfolio turnover 46 37 40 39 60
Net assets at end of period (000 omitted) $177,571 $167,488 $144,991 $171,038 $156,040
Supplemental Ratios (%):          
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 0.83 0.83 0.83 0.84 0.80(c)
    
See Notes to Financial Statements
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MFS Core Equity Portfolio
Financial Highlights - continued
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $24.50 $21.44 $24.96 $21.47 $21.10
Income (loss) from investment operations          
Net investment income (loss) (d) $0.08 $0.12 $0.14 $0.11 $0.16(c)
Net realized and unrealized gain (loss) 4.31 6.51 (0.78) 4.99 2.13
Total from investment operations $4.39 $6.63 $(0.64) $5.10 $2.29
Less distributions declared to shareholders          
From net investment income $(0.12) $(0.14) $(0.11) $(0.17) $(0.11)
From net realized gain (1.27) (3.43) (2.77) (1.44) (1.81)
Total distributions declared to shareholders $(1.39) $(3.57) $(2.88) $(1.61) $(1.92)
Net asset value, end of period (x) $27.50 $24.50 $21.44 $24.96 $21.47
Total return (%) (k)(r)(s)(x) 18.39 32.87 (4.07) 24.50 11.07(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.12 1.13 1.12 1.12 1.09(c)
Expenses after expense reductions (f) 1.11 1.12 1.11 1.11 1.07(c)
Net investment income (loss) 0.32 0.50 0.54 0.47 0.75(c)
Portfolio turnover 46 37 40 39 60
Net assets at end of period (000 omitted) $54,818 $46,744 $41,195 $46,453 $42,883
Supplemental Ratios (%):          
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.08 1.08 1.08 1.09 1.06(c)
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. Excluding the effect of the proceeds received from a non-recurring litigation settlement against Household International, Inc., the total return for the year ended December 31, 2017 would have been lower by approximately 0.78%.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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MFS Core Equity Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS Core Equity Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities and equity securities sold short, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities sold short, for which there were no sales reported that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally
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MFS Core Equity Portfolio
Notes to Financial Statements  - continued
traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
United States $226,460,641 $250,505 $— $226,711,146
Canada 2,101,420 2,101,420
United Kingdom 2,043,905 2,043,905
Netherlands 1,894,763 1,894,763
Mutual Funds 1,489,118 1,489,118
Total $233,989,847 $250,505 $— $234,240,352
Securities Sold Short $(1,758,931) $— $— $(1,758,931)
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Short Sales — The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended December 31, 2020, this expense amounted to $56,407. The fund segregates cash or marketable securities in an amount that, when combined with the amount of proceeds from the short sale deposited with the broker, at least equals the current market value of the security sold short.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is
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MFS Core Equity Portfolio
Notes to Financial Statements  - continued
commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals and partnership adjustments.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $3,863,247 $2,965,018
Long-term capital gains 7,868,044 25,174,011
Total distributions $11,731,291 $28,139,029
The federal tax cost and the tax basis components of distributable earnings were as follows:
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MFS Core Equity Portfolio
Notes to Financial Statements  - continued
As of 12/31/20  
Cost of investments $145,818,817
Gross appreciation 89,042,538
Gross depreciation (2,379,934)
Net unrealized appreciation (depreciation) $86,662,604
Undistributed ordinary income 2,101,522
Undistributed long-term capital gain 18,669,766
Other temporary differences 172,427
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $9,114,275   $21,988,555
Service Class 2,617,016   6,150,474
Total $11,731,291   $28,139,029
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.75%
In excess of $1 billion and up to $2.5 billion 0.65%
In excess of $2.5 billion 0.60%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $22,664, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.74% of the fund's average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as short sale dividend and interest expenses incurred in connection with the fund's investment activity), such that total annual operating expenses do not exceed 0.84% of average daily net assets for the Initial Class shares and 1.09% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022.  For the year ended December 31, 2020, the fund's actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund's expenses related to this agreement.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
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MFS Core Equity Portfolio
Notes to Financial Statements  - continued
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $12,782, which equated to 0.0062% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $843.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0184% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $237,244 and $204,215, respectively. The sales transactions resulted in net realized gains (losses) of $(6,837).
The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended December 31, 2020, this reimbursement amounted to $14,248, which is included in “Other” income in the Statement of Operations.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short sales and short-term obligations, aggregated $95,074,735 and $111,874,063, respectively.
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 328,117 $8,057,874   173,198 $4,231,121
Service Class 404,275 9,377,983   114,041 2,743,994
  732,392 $17,435,857   287,239 $6,975,115
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 354,090 $9,114,275   988,694 $21,988,555
Service Class 102,951 2,617,016   279,694 6,150,474
  457,041 $11,731,291   1,268,388 $28,139,029
Shares reacquired          
Initial Class (1,063,282) $(26,098,196)   (1,099,951) $(26,894,741)
Service Class (422,060) (10,132,956)   (407,368) (9,921,452)
  (1,485,342) $(36,231,152)   (1,507,319) $(36,816,193)
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MFS Core Equity Portfolio
Notes to Financial Statements  - continued
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Net change          
Initial Class (381,075) $(8,926,047)   61,941 $(675,065)
Service Class 85,166 1,862,043   (13,633) (1,026,984)
  (295,909) $(7,064,004)   48,308 $(1,702,049)
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $1,063 and $0, respectively, and are included in “Interest expense and fees” in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $1,972,595 $38,383,448 $38,866,284 $(663) $22 $1,489,118
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $9,094 $—
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS Core Equity Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Core Equity Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Core Equity Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Core Equity Portfolio
Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
24


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MFS Core Equity Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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MFS Core Equity Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
Joseph MacDougall  
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MFS Core Equity Portfolio
Board Review of Investment Advisory Agreement
MFS Core Equity Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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MFS Core Equity Portfolio
Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was higher than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS Core Equity Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
29


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MFS Core Equity Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $8,655,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 66.93% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
30


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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
32


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Table of Contents

Annual Report

December 31, 2020

 

LOGO

 

MFS® Emerging Markets Equity Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

FCE-ANN


Table of Contents

MFS® Emerging Markets Equity Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      3  
Performance summary      5  
Expense table      6  
Portfolio of investments      7  
Statement of assets and liabilities      9  
Statement of operations      10  
Statements of changes in net assets      11  
Financial highlights      12  
Notes to financial statements      14  
Report of independent registered public accounting firm      20  
Trustees and officers      21  
Board review of investment advisory agreement      24  
Proxy voting policies and information      26  
Quarterly portfolio disclosure      26  
Further information      26  
Information about fund contracts and legal claims      26  
Federal tax information      26  
MFS® privacy notice      27  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

 

MFS Emerging Markets Equity Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


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MFS Emerging Markets Equity Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Taiwan Semiconductor Manufacturing Co. Ltd.     8.1%  
Samsung Electronics Co. Ltd.     7.6%  
Alibaba Group Holding Ltd., ADR     5.8%  
Prosus N.V.     4.1%  
Tencent Holdings Ltd.     3.8%  
AIA Group Ltd.     2.8%  
Housing Development Finance Corp. Ltd.     2.7%  
Yum China Holdings, Inc.     2.4%  
Sberbank of Russia     2.4%  
NAVER Corp.     2.3%  
GICS equity sectors (g)  
Financials     20.6%  
Information Technology     19.0%  
Consumer Discretionary     18.3%  
Communication Services     12.4%  
Consumer Staples     11.1%  
Industrials     4.8%  
Materials     4.6%  
Energy     3.8%  
Real Estate     2.9%  
Health Care     0.7%  
Utilities     0.6%  
Issuer country weightings (x)  
China     29.3%  
South Korea     13.9%  
India     9.5%  
Taiwan     9.3%  
Hong Kong     6.7%  
Russia     6.4%  
Brazil     5.6%  
Netherlands     4.1%  
Indonesia     2.2%  
Other Countries     13.0%  
Currency exposure weightings (y)  
Hong Kong Dollar     23.7%  
South Korean Won     13.9%  
Taiwan Dollar     9.3%  
Chinese Renminbi     8.7%  
Indian Rupee     8.3%  
United States Dollar     6.5%  
Euro     6.0%  
Russian Ruble     5.8%  
Brazilian Real     5.6%  
Other Currencies     12.2%  
 

 

(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.

(x)

Represents the portfolio’s exposure to issuer countries as a percentage of the portfolio’s net assets. For purposes of this presentation, United States (included in Other Countries) includes Cash & Cash Equivalents.

(y)

Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS Emerging Markets Equity Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS Emerging Markets Equity Portfolio (fund) provided a total return of 10.57%, while Service Class shares of the fund provided a total return of 10.33%. These compare with a return of 18.31% over the same period for the fund’s benchmark, the MSCI Emerging Markets Index (net div).

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Detractors from Performance

Security selection and, to a lesser extent, an underweight position in the consumer discretionary sector were key factors that detracted from the fund’s performance relative to the MSCI Emerging Markets Index. Here, not owning shares of strong-performing food delivery service company Meituan (China) and electric vehicle manufacturer NIO (China) hurt relative performance. The stock price for NIO advanced as the company saw record demand for its electric vehicle lineup and a growing backlog of orders. The fund’s holdings of e-commerce platform services provider Prosus (b) (Netherlands), its overweight position in leisure, gaming and entertainment company Genting (h) (Malaysia), and the timing of the fund’s ownership in shares of online and mobile commerce company Alibaba Group Holding (China), also weighed on relative returns.

Stocks in other sectors that were among the fund’s top relative detractors included its overweight positions in banking firm Banco Bradesco (h) (Brazil), beverage manufacturer Ambev (Brazil), integrated oil company LUKOIL (Russia), commercial vehicle finance services provider Shriram Transport Finance (h) (India) and integrated human resource services provider 51job (China).

Contributors to Performance

Security selection in the communication services sector contributed to the fund’s relative performance during the reporting period. Here, an overweight position in internet-based, multiple services company Tencent Holdings (China) and internet search engine and online computer games provider NAVER (South Korea), and not owning shares of poor-performing mobile telecommunications provider China Mobile (Hong Kong), strengthened relative returns. The stock price of Tencent Holdings advanced as the company posted strong gaming revenue, particularly within its mobile segment, and better-than-anticipated online advertising growth.

Elsewhere, the fund’s overweight positions in semiconductor manufacturer Taiwan Semiconductor Manufacturing (Taiwan), wine producer Kweichow Moutai (China), microchip and electronics manufacturer Samsung Electronics (South Korea), brewing company China Resources Beer Holdings (China) and dairy products and health drinks producer Inner Mongolia Yili Industrial Group (China) aided relative performance. The stock price of Taiwan Semiconductor Manufacturing advanced after the company delivered earnings per share results that were well ahead of market expectations. Management noted that the better-than-expected performance was

 

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Table of Contents

MFS Emerging Markets Equity Portfolio

 

Management Review – continued

 

primarily driven by strong demand across all application platforms, with revenue growth in smartphones leading the way. The fund’s holdings of electronic power tools manufacturer Techtronic Industries (b) (Hong Kong) boosted relative returns. Not owning shares of poor-performing bank Itau Unibanco (Brazil) further contributed to relative results.

Respectfully,

Portfolio Manager(s)

Jose Luis Garcia, Robert Lau, and Harry Purcell

Note to Contract Owners: Effective August 1, 2021, Robert Lau will no longer be a Portfolio Manager of the fund.

 

(b)

Security is not a benchmark constituent.

 

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS Emerging Markets Equity Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr     
    Initial Class    6/05/96      10.57%      11.59%      2.59%    
    Service Class    8/24/01      10.33%      11.32%      2.33%    
Comparative benchmark(s)                 
     MSCI Emerging Markets Index (net div) (f)      18.31%      12.81%      3.63%     

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

MSCI Emerging Markets Index (e) (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets.

It is not possible to invest directly in an index.

 

(e)

Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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MFS Emerging Markets Equity Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      1.23%        $1,000.00        $1,287.70        $7.07  
  Hypothetical (h)      1.23%        $1,000.00        $1,018.95        $6.24  
Service Class   Actual      1.48%        $1,000.00        $1,286.46        $8.51  
  Hypothetical (h)      1.48%        $1,000.00        $1,017.70        $7.51  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

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MFS Emerging Markets Equity Portfolio

 

PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – 98.8%

 

 
Airlines – 0.8%     
Shanghai International Air Co., Ltd.      31,300     $ 362,115  
    

 

 

 
Alcoholic Beverages – 4.6%     
Ambev S.A., ADR      226,590     $ 693,365  
China Resources Beer Holdings Co. Ltd.      74,000       681,539  
Kweichow Moutai Co. Ltd., “A”      2,400       733,234  
    

 

 

 
     $ 2,108,138  
    

 

 

 
Automotive – 3.5%     
Hero MotoCorp Ltd.      9,399     $ 400,594  
Mahindra & Mahindra Ltd.      61,452       607,717  
PT United Tractors Tbk      324,100       613,599  
    

 

 

 
     $ 1,621,910  
    

 

 

 
Biotechnology – 0.3%     
Hugel, Inc. (a)      731     $ 126,376  
    

 

 

 
Brokerage & Asset Managers – 2.3%     
B3 Brasil Bolsa Balcao S.A.      32,200     $ 386,237  
Moscow Exchange MICEX-RTS PJSC      316,158       682,243  
    

 

 

 
     $ 1,068,480  
    

 

 

 
Business Services – 2.1%     
Tata Consultancy Services Ltd.      24,554     $ 962,014  
    

 

 

 
Computer Software – Systems – 7.6%

 

 
Samsung Electronics Co. Ltd.      46,771     $ 3,487,481  
    

 

 

 
Conglomerates – 1.2%     
Jardine Strategic Holdings Ltd.      21,400     $ 532,432  
    

 

 

 
Construction – 3.1%     
Gree Electric Appliances, Inc.      93,800     $ 890,462  
Techtronic Industries Co. Ltd.      36,500       522,614  
    

 

 

 
     $ 1,413,076  
    

 

 

 
Consumer Services – 2.4%     
51job, Inc., ADR (a)      7,957     $ 556,990  
MakeMyTrip Ltd. (a)      18,533       547,279  
    

 

 

 
     $ 1,104,269  
    

 

 

 
Electronics – 8.8%     
ASM Pacific Technology Ltd.      4,100     $ 54,103  
Silicon Motion Technology Corp., ADR      5,239       252,258  
Taiwan Semiconductor Manufacturing Co. Ltd.      198,258       3,723,579  
    

 

 

 
     $ 4,029,940  
    

 

 

 
Energy – Integrated – 2.5%     
LUKOIL PJSC, ADR      8,478     $ 578,200  
Petroleo Brasileiro S.A., ADR      50,235       564,139  
    

 

 

 
     $ 1,142,339  
    

 

 

 
Food & Beverages – 4.7%     
Gruma S.A.B. de C.V.      25,134     $ 299,254  
Inner Mongolia Yili Industrial Group Co. Ltd., “A”      124,341       843,605  
Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued     
Food & Beverages – continued     
Orion Corp. (a)      4,486     $ 512,072  
Tata Consumer Products Ltd.      17,433       141,106  
Tingyi (Cayman Islands) Holding Corp.      226,000       386,657  
    

 

 

 
     $ 2,182,694  
    

 

 

 
Forest & Paper Products – 0.7%     
Suzano S.A. (a)      29,000     $ 324,717  
    

 

 

 
Gaming & Lodging – 0.7%     
Kangwon Land, Inc. (a)      15,027     $ 325,080  
    

 

 

 
General Merchandise – 1.5%     
Bim Birlesik Magazalar A.S.      32,401     $ 329,110  
Walmart de Mexico S.A.B. de C.V.      122,729       345,253  
    

 

 

 
     $ 674,363  
    

 

 

 
Insurance – 6.2%     
AIA Group Ltd.      105,200     $ 1,295,819  
Ping An Insurance Co. of China Ltd., “H”      74,500       915,086  
Samsung Fire & Marine Insurance Co. Ltd. (a)      3,755       648,129  
    

 

 

 
     $ 2,859,034  
    

 

 

 
Internet – 15.1%     
Alibaba Group Holding Ltd., ADR (a)      11,377     $ 2,647,769  
Baidu, Inc., ADR (a)      2,850       616,284  
NAVER Corp. (a)      3,901       1,050,394  
NetEase.com, Inc., ADR      9,372       897,556  
Tencent Holdings Ltd.      23,900       1,746,307  
    

 

 

 
     $ 6,958,310  
    

 

 

 
Leisure & Toys – 4.1%     
Prosus N.V.      17,367     $ 1,868,226  
    

 

 

 
Machinery & Tools – 0.5%     
Doosan Bobcat, Inc. (a)      8,501     $ 232,030  
    

 

 

 
Major Banks – 2.6%     
ABSA Group Ltd.      67,155     $ 547,751  
China Construction Bank      849,670       646,597  
    

 

 

 
     $ 1,194,348  
    

 

 

 
Metals & Mining – 1.7%     
Alrosa PJSC      28,600     $ 38,031  
Lundin Mining Corp.      46,849       415,896  
Vale S.A., ADR      20,254       339,457  
    

 

 

 
     $ 793,384  
    

 

 

 
Network & Telecom – 0.5%     
VTech Holdings Ltd.      32,100     $ 249,059  
    

 

 

 
Other Banks & Diversified Financials – 9.4%

 

 
Banco de Chile      2,883,372     $ 293,917  
Credicorp Ltd.      1,564       256,527  
E.Sun Financial Holding Co. Ltd.      348,769       317,480  
Grupo Financiero Inbursa S.A. de C.V. (a)      165,168       166,500  
HDFC Bank Ltd. (a)      9,733       191,720  
 

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued

 

 
Other Banks & Diversified Financials – continued

 

 
Housing Development Finance Corp. Ltd.      35,548     $ 1,253,430  
Komercni Banka A.S. (a)      9,536       291,708  
Metropolitan Bank & Trust Co.      45,300       46,268  
Public Bank Berhad      33,600       172,072  
Sberbank of Russia      300,818       1,102,852  
Tisco Financial Group PLC      83,200       245,768  
    

 

 

 
     $ 4,338,242  
    

 

 

 
Pharmaceuticals – 0.4%     
Genomma Lab Internacional S.A., “B” (a)      215,239     $ 203,779  
    

 

 

 
Precious Metals & Minerals – 1.4%     
Gold Fields Ltd., ADR      41,770     $ 387,208  
Polymetal International PLC      11,303       261,032  
    

 

 

 
     $ 648,240  
    

 

 

 
Real Estate – 2.9%     
Aldar Properties PJSC      224,079     $ 192,164  
ESR Cayman Ltd. (a)      120,000       430,316  
Hang Lung Properties Ltd.      101,000       267,317  
Multiplan Empreendimentos Imobiliarios S.A.      55,909       254,739  
Swire Properties Ltd.      58,400       170,186  
    

 

 

 
     $ 1,314,722  
    

 

 

 
Restaurants – 2.4%     
Yum China Holdings, Inc.      19,607     $ 1,119,364  
    

 

 

 
Specialty Chemicals – 0.8%     
PTT Global Chemical PLC      192,200     $ 375,290  
    

 

 

 
Telecommunications – Wireless – 0.6%

 

 
Mobile TeleSystems PJSC, ADR      30,589     $ 273,772  
    

 

 

 
Telephone Services – 2.5%     
Hellenic Telecommunications Organization S.A.      54,286     $ 874,078  
PT Telekomunikasi Indonesia      1,103,900       260,064  
    

 

 

 
     $ 1,134,142  
    

 

 

 
Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued

 

 
Tobacco – 0.3%     
PT Hanjaya Mandala Sampoerna Tbk      1,333,550     $ 142,846  
    

 

 

 
Utilities – Electric Power – 0.6%     
CESC Ltd.      32,501     $ 273,245  
    

 

 

 
Total Common Stocks
(Identified Cost, $27,143,065)
     $ 45,443,457  
    

 

 

 
INVESTMENT COMPANIES (h) – 1.1%

 

 
Money Market Funds – 1.1%

 

 
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $506,370)      506,370     $ 506,370  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – 0.1%
       28,495  
    

 

 

 
NET ASSETS – 100.0%      $ 45,978,322  
    

 

 

 

 

(a)   Non-income producing security.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $506,370 and $45,443,457, respectively.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt

See Notes to Financial Statements

 

 

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FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $27,143,065)

     $45,443,457  

Investments in affiliated issuers, at value (identified cost, $506,370)

     506,370  

Receivables for

  

Investments sold

     158,821  

Fund shares sold

     1,966  

Dividends

     40,647  

Receivable from investment adviser

     24,162  

Other assets

     505  

Total assets

     $46,175,928  

Liabilities

        

Payables for

  

Fund shares reacquired

     $10,503  

Payable to affiliates

  

Administrative services fee

     96  

Shareholder servicing costs

     32  

Distribution and/or service fees

     348  

Payable for independent Trustees’ compensation

     19  

Deferred country tax expense payable

     104,419  

Accrued expenses and other liabilities

     82,189  

Total liabilities

     $197,606  

Net assets

     $45,978,322  

Net assets consist of

        

Paid-in capital

     $28,358,323  

Total distributable earnings (loss)

     17,619,999  

Net assets

     $45,978,322  

Shares of beneficial interest outstanding

     2,685,901  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $20,335,319        1,176,965        $17.28  

Service Class

     25,643,003        1,508,936        16.99  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Dividends

     $1,013,232  

Other

     5,504  

Dividends from affiliated issuers

     3,454  

Income on securities loaned

     91  

Foreign taxes withheld

     (112,789

Total investment income

     $909,492  

Expenses

  

Management fee

     $436,470  

Distribution and/or service fees

     58,230  

Shareholder servicing costs

     5,821  

Administrative services fee

     17,500  

Independent Trustees’ compensation

     1,124  

Custodian fee

     144,709  

Shareholder communications

     11,328  

Audit and tax fees

     77,890  

Legal fees

     533  

Miscellaneous

     24,973  

Total expenses

     $778,578  

Reduction of expenses by investment adviser

     (208,341

Net expenses

     $570,237  

Net investment income (loss)

     $339,255  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $516,100  

Affiliated issuers

     (69

Foreign currency

     (26,459

Net realized gain (loss)

     $489,572  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $91,216 increase in deferred country tax)

     $3,857,277  

Translation of assets and liabilities in foreign currencies

     (238

Net unrealized gain (loss)

     $3,857,039  

Net realized and unrealized gain (loss)

     $4,346,611  

Change in net assets from operations

     $4,685,866  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $339,255        $747,171  

Net realized gain (loss)

     489,572        2,318,920  

Net unrealized gain (loss)

     3,857,039        5,464,287  

Change in net assets from operations

     $4,685,866        $8,530,378  

Total distributions to shareholders

     $(3,615,028      $(1,657,028

Change in net assets from fund share transactions

     $(1,773,884      $(5,052,431

Total change in net assets

     $(703,046      $1,820,919  

Net assets

                 

At beginning of period

     46,681,368        44,860,449  

At end of period

     $45,978,322        $46,681,368  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $17.04          $14.75          $17.19          $12.59          $11.59  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.14          $0.28          $0.11          $0.06          $0.15 (c) 

Net realized and unrealized gain (loss)

       1.47          2.63          (2.49        4.71          0.93  

Total from investment operations

       $1.61          $2.91          $(2.38        $4.77          $1.08  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.50        $(0.11        $(0.06        $(0.17        $(0.08

From net realized gain

       (0.87        (0.51                           

Total distributions declared to shareholders

       $(1.37        $(0.62        $(0.06        $(0.17        $(0.08

Net asset value, end of period (x)

       $17.28          $17.04          $14.75          $17.19          $12.59  

Total return (%) (k)(r)(s)(x)

       10.63          20.45          (13.89        37.98          9.28 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       1.73          1.55          1.50          1.53          1.34 (c) 

Expenses after expense reductions (f)

       1.23          1.29          1.37          1.40          1.13 (c) 

Net investment income (loss)

       0.94          1.76          0.65          0.41          1.29 (c) 

Portfolio turnover

       48          21          31          27          47  

Net assets at end of period (000 omitted)

       $20,335          $21,065          $20,887          $28,026          $22,605  
Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $16.78          $14.53          $16.94          $12.41          $11.42  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.11          $0.24          $0.07          $0.02          $0.12 (c) 

Net realized and unrealized gain (loss)

       1.43          2.58          (2.46        4.64          0.91  

Total from investment operations

       $1.54          $2.82          $(2.39        $4.66          $1.03  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.46        $(0.06        $(0.02        $(0.13        $(0.04

From net realized gain

       (0.87        (0.51                           

Total distributions declared to shareholders

       $(1.33        $(0.57        $(0.02        $(0.13        $(0.04

Net asset value, end of period (x)

       $16.99          $16.78          $14.53          $16.94          $12.41  

Total return (%) (k)(r)(s)(x)

       10.33          20.11          (14.13        37.66          9.04 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       1.98          1.80          1.75          1.78          1.58 (c) 

Expenses after expense reductions (f)

       1.48          1.54          1.62          1.65          1.37 (c) 

Net investment income (loss)

       0.71          1.52          0.40          0.16          1.02 (c) 

Portfolio turnover

       48          21          31          27          47  

Net assets at end of period (000 omitted)

       $25,643          $25,616          $23,973          $29,665          $24,307  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)

Per share data is based on average shares outstanding.

 

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(k)

The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)

Certain expenses have been reduced without which performance would have been lower.

 

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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MFS Emerging Markets Equity Portfolio

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS Emerging Markets Equity Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, accounting, and auditing systems, and greater political, social, and economic instability than developed markets.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value

 

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MFS Emerging Markets Equity Portfolio

 

Notes to Financial Statements – continued

 

has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

China

     $8,888,772        $4,585,109        $—        $13,473,881  

South Korea

     6,381,562                      6,381,562  

India

     1,782,538        2,594,567               4,377,105  

Taiwan

     252,258        4,041,059               4,293,317  

Hong Kong

     835,594        2,255,936               3,091,530  

Russia

     851,972        2,084,158               2,936,130  

Brazil

     1,596,961        965,693               2,562,654  

Netherlands

            1,868,226               1,868,226  

Indonesia

     1,016,509                      1,016,509  

Other Countries

     4,527,568        914,975               5,442,543  
Mutual Funds      506,370                      506,370  
Total      $26,640,104        $19,309,723        $—        $45,949,827  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially

 

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Notes to Financial Statements – continued

 

impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals and foreign taxes.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $1,860,481        $231,002  
Long-term capital gains      1,754,547        1,426,026  
Total distributions      $3,615,028        $1,657,028  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $28,471,866  
Gross appreciation      18,106,852  
Gross depreciation      (628,891
Net unrealized appreciation (depreciation)      $17,477,961  
Undistributed ordinary income      171,727  
Capital loss carryforwards      (9,363
Other temporary differences      (20,326

 

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Notes to Financial Statements – continued

 

As of December 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Long-Term      $(9,363

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $1,583,859        $771,534  
Service Class      2,031,169        885,494  
Total      $3,615,028        $1,657,028  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $500 million      1.05%  
In excess of $500 million      1.00%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $4,570, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 1.04% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 1.23% of average daily net assets for the Initial Class shares and 1.48% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $203,771, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $5,404, which equated to 0.0130% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $417.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0421% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

 

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Notes to Financial Statements – continued

 

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $15,950 and $9,506, respectively. The sales transactions resulted in net realized gains (losses) of $2,957.

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended December 31, 2020, this reimbursement amounted to $5,489, which is included in “Other” income in the Statement of Operations.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $19,656,167 and $24,668,708, respectively.

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     79,334        $1,140,804        45,254        $732,087  

Service Class

     264,438        3,399,163        189,058        2,968,265  
     343,772        $4,539,967        234,312        $3,700,352  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     105,240        $1,583,859        52,736        $771,534  

Service Class

     137,148        2,031,169        61,407        885,494  
     242,388        $3,615,028        114,143        $1,657,028  
Shares reacquired            

Initial Class

     (243,942      $(3,723,611      (277,562      $(4,435,286

Service Class

     (419,024      (6,205,268      (374,054      (5,974,525
     (662,966      $(9,928,879      (651,616      $(10,409,811
Net change            

Initial Class

     (59,368      $(998,948      (179,572      $(2,931,665

Service Class

     (17,438      (774,936      (123,589      (2,120,766
     (76,806      $(1,773,884      (303,161      $(5,052,431

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Growth Allocation Portfolio was the owner of record of approximately 8% of the value of outstanding voting shares of the fund.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $231 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

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Notes to Financial Statements – continued

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $451,912       $13,324,616       $13,270,089       $(69     $—       $506,370  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $3,454       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of

MFS Emerging Markets Equity Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Emerging Markets Equity Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of

MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships

During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations

During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Jose Luis Garcia

Robert Lau

Harry Purcell

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS Emerging Markets Equity Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 3rd quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course

 

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MFS Emerging Markets Equity Portfolio

 

Board Review of Investment Advisory Agreement – continued

 

of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median and the Fund’s total expense ratio was higher than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $500 million. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS Emerging Markets Equity Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $1,931,000 as capital gain dividends paid during the fiscal year.

Income derived from foreign sources was $1,007,648. The fund intends to pass through foreign tax credits of $125,780 for the fiscal year.

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO


Table of Contents

Annual Report

December 31, 2020

 

LOGO

 

MFS® Global Governments Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

WGS-ANN


Table of Contents

MFS® Global Governments Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      4  
Performance summary      5  
Expense table      6  
Portfolio of investments      7  
Statement of assets and liabilities      13  
Statement of operations      14  
Statements of changes in net assets      15  
Financial highlights      16  
Notes to financial statements      18  
Report of independent registered public accounting firm      25  
Trustees and officers      26  
Board review of investment advisory agreement      29  
Proxy voting policies and information      31  
Quarterly portfolio disclosure      31  
Further information      31  
Information about fund contracts and legal claims      31  
Federal tax information      31  
MFS® privacy notice      32  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



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MFS Global Governments Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS Global Governments Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure (i)

 

LOGO

 

Fixed income sectors (i)  
Non-U.S. Government Bonds     52.4%  
U.S. Treasury Securities     30.1%  
Emerging Markets Bonds     8.8%  
Municipal Bonds     1.4%  
Commercial Mortgage-Backed Securities     0.6%  
Investment Grade Corporates     0.5%  
U.S. Government Agencies     0.5%  
Collateralized Debt Obligations     0.1%  
Mortgage-Backed Securities (o)     0.0%  
Composition including fixed income credit quality (a)(i)

 

AAA     6.5%  
AA     16.3%  
A     16.7%  
BBB     19.0%  
BB     5.4%  
U.S. Government     30.9%  
Federal Agencies     0.5%  
Not Rated     (0.9)%  
Cash & Cash Equivalents     3.6%  
Other     2.0%  
Portfolio facts (i)  
Average Duration (d)     8.9  
Average Effective Maturity (m)     11.4 yrs.  
Issuer country weightings (i)(x)  
United States     38.6%  
Japan     14.6%  
Italy     10.6%  
United Kingdom     7.8%  
Greece     5.0%  
France     4.3%  
Spain     3.5%  
Portugal     2.6%  
Sweden     2.2%  
Other Countries     10.8%  
Currency exposure weightings (i)(y)  
United States Dollar     39.8%  
Euro     27.7%  
Japanese Yen     17.4%  
British Pound Sterling     6.7%  
Australian Dollar     2.7%  
Canadian Dollar     1.7%  
Iceland Krona     1.0%  
Norwegian Krone     0.8%  
Chinese Renminbi     0.7%  
Other Currencies     1.5%  
 

 

(a)   For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives that have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d)   Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.

 

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MFS Global Governments Portfolio

 

Portfolio Composition – continued

 

(i)   For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m)   In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o)   Less than 0.1%.
(x)   Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents and Other.
(y)   Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS Global Governments Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS Global Governments Portfolio (fund) provided a total return of 10.60%, while Service Class shares of the fund provided a total return of 10.35%. These compare with a return of 9.68% for the fund’s benchmark, the JPMorgan Global Government Bond Index (Unhedged).

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Factors Affecting Performance

Relative to the JPMorgan Global Government Bond Index (Unhedged), yield curve (y) positioning, particularly the fund’s greater exposure to shifts in the middle portion (centered around maturities of 5 years), and lesser exposure to shifts in the long end (centered around maturities of 30 years), of the US yield curve contributed to performance. From an asset allocation perspective, the fund’s out-of-benchmark exposure to both Greek and Cyprus-issued bonds, and its overweight exposure to Italian bonds, also benefited relative performance. The fund’s currency exposure was another key contributor to performance, most notably its overweight exposure to the Norwegian krone, and its underweight exposure to the New Zealand dollar.

Conversely, security selection within Italian-issued debt weakened the fund’s relative returns during the reporting period.

Respectfully,

Portfolio Manager(s)

Robert Spector and Erik Weisman

 

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS Global Governments Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr        
    Initial Class    5/16/88      10.60%      4.48%      2.03%       
    Service Class    8/24/01      10.35%      4.21%      1.77%       
Comparative benchmark(s)                    
     JPMorgan Global Government Bond Index (Unhedged) (f)      9.68%      4.62%      2.46%        

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

JPMorgan Global Government Bond Index (Unhedged) – measures developed government bond markets around the world.

It is not possible to invest directly in an index.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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MFS Global Governments Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.78%        $1,000.00        $1,051.07        $4.02  
  Hypothetical (h)      0.78%        $1,000.00        $1,021.22        $3.96  
Service Class   Actual      1.03%        $1,000.00        $1,050.44        $5.31  
  Hypothetical (h)      1.03%        $1,000.00        $1,019.96        $5.23  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Notes to Expense Table

Changes to the fund’s fee arrangements occurred during the six month period. Had these fee changes been in effect throughout the entire six month period, the annualized expense ratios, the actual expenses paid during the period, and the hypothetical expenses paid during the period would have been approximately 0.76%, $3.92, and $3.86 for Initial Class and 1.01%, $5.21, and $5.13 for Service Class, respectively. For further information about the fund’s fee arrangements and changes to those fee arrangements, please see Note 3 in the Notes to Financial Statements.

 

6


Table of Contents

MFS Global Governments Portfolio

 

PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
BONDS – 95.9%

 

 
Foreign Bonds – 62.3%

 

 
Australia – 1.8%     
Commonwealth of Australia, 5.5%, 4/21/2023    AUD 750,000     $ 649,687  
Commonwealth of Australia, 3.25%, 6/21/2039      1,100,000       1,071,352  
Commonwealth of Australia, 1.75%, 6/21/2051      875,000       641,907  
    

 

 

 
     $ 2,362,946  
    

 

 

 
Belgium – 0.5%     
Kingdom of Belgium, 1.6%, 6/22/2047    EUR 355,000     $ 578,071  
    

 

 

 
Brazil – 0.3%     
Nota do Tesouro Nacional, 10%, 1/01/2023    BRL 1,500,000     $ 318,903  
    

 

 

 
Canada – 2.0%     
Government of Canada, 0.25%, 8/01/2022    CAD 1,700,000     $ 1,337,122  
Government of Canada, 0.5%, 12/01/2030      1,000,000       768,922  
Province of Ontario, 4.7%, 6/02/2037      500,000       554,623  
    

 

 

 
     $ 2,660,667  
    

 

 

 
China – 0.7%     
Government of China, 3.13%, 11/21/2029    CNY 6,300,000     $ 955,192  
    

 

 

 
Croatia – 1.3%     
Republic of Croatia, 1.125%, 6/19/2029    EUR 1,300,000     $ 1,668,712  
    

 

 

 
France – 4.2%     
Republic of France, 2.5%, 5/25/2030    EUR 1,150,000     $ 1,794,537  
Republic of France, 1.25%, 5/25/2036      1,330,000       1,954,416  
Republic of France, 3.25%, 5/25/2045      405,000       854,756  
Republic of France, 4%, 4/25/2055 (n)      290,000       768,083  
Republic of France, 1.75%, 5/25/2066      65,000       120,762  
    

 

 

 
     $ 5,492,554  
    

 

 

 
Germany – 0.2%     
Landwirtschaftliche Rentenbank     
(Federal Republic of Germany), 0.5%, 5/27/2025    $ 300,000     $ 300,966  
    

 

 

 
Greece – 4.9%     
Hellenic Republic (Republic of Greece), 4.375%, 8/01/2022    EUR 1,000,000     $ 1,308,140  
Hellenic Republic (Republic of Greece), 3.875%, 3/12/2029      3,250,000       5,030,466  
    

 

 

 
     $ 6,338,606  
    

 

 

 
Iceland – 1.0%     
Republic of Iceland, 5%, 11/15/2028    ISK 148,000,000     $ 1,320,974  
    

 

 

 
India – 0.3%     
Republic of India, 5.77%, 8/03/2030    INR 25,000,000     $ 338,968  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued

 

 
Foreign Bonds – continued

 

 
Indonesia – 0.2%     
Republic of Indonesia, 7%, 9/15/2030    IDR 4,000,000,000     $ 308,185  
    

 

 

 
Ireland – 0.5%     
Republic of Ireland, 3.9%, 3/20/2023    EUR 500,000     $ 673,061  
    

 

 

 
Italy – 10.5%     
Republic of Italy, 2.15%, 12/15/2021    EUR 2,000,000     $ 2,505,845  
Republic of Italy, 0.35%, 2/01/2025      1,500,000       1,872,588  
Republic of Italy, 3.5%, 3/01/2030      1,535,000       2,390,712  
Republic of Italy, 1.65%, 3/01/2032      500,000       677,868  
Republic of Italy, 2.45%, 9/01/2033      1,250,000       1,838,712  
Republic of Italy, 2.25%, 9/01/2036      2,440,000       3,547,839  
Republic of Italy, 5%, 9/01/2040      328,000       671,881  
Republic of Italy, 3.25%, 9/01/2046      110,000       190,324  
    

 

 

 
     $ 13,695,769  
    

 

 

 
Japan – 14.6%     
Government of Japan, 1%, 3/20/2022    JPY 100,000,000     $ 981,434  
Government of Japan, 0.8%, 6/20/2023      60,000,000       594,346  
Government of Japan, 2.9%, 11/20/2030      610,000,000       7,580,234  
Government of Japan, 1.7%, 12/20/2031      437,000,000       4,981,897  
Government of Japan, 2.4%, 3/20/2037      182,600,000       2,359,449  
Government of Japan, 0.4%, 3/20/2039      150,000,000       1,461,111  
Japan Bank for International Cooperation, 0.625%, 7/15/2025    $ 300,000       300,040  
Japan Finance Organization for Municipalities, 0.625%, 9/02/2025 (n)      250,000       249,598  
Japan International Cooperation Agency, 1%, 7/22/2030      250,000       245,425  
Tokyo Metropolitan Government , 0.75%, 7/16/2025 (n)      250,000       250,515  
    

 

 

 
     $ 19,004,049  
    

 

 

 
Mexico – 0.5%     
United Mexican States, 5.75%, 3/05/2026    MXN 12,500,000     $ 656,442  
    

 

 

 
New Zealand – 0.5%     
Government of New Zealand, 5.5%, 4/15/2023    NZD 800,000     $ 643,872  
    

 

 

 
Norway – 1.5%

 

 
City of Oslo, 1.6%, 5/05/2022    NOK 6,000,000     $ 709,259  
Government of Norway, 2%, 4/26/2028      5,000,000       630,595  
Kingdom of Norway, 2%, 5/24/2023 (n)      5,000,000       605,773  
    

 

 

 
     $ 1,945,627  
    

 

 

 
 

 

7


Table of Contents

MFS Global Governments Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued

 

 
Foreign Bonds – continued

 

 
Portugal – 2.6%     
Republic of Portugal, 4.95%, 10/25/2023    EUR 500,000     $ 706,847  
Republic of Portugal, 3.875%, 2/15/2030      800,000       1,324,437  
Republic of Portugal, 0.9%, 10/12/2035 (n)      580,000       759,298  
Republic of Portugal, 4.1%, 2/15/2045      256,000       543,547  
    

 

 

 
     $ 3,334,129  
    

 

 

 
Romania – 0.1%     
Republic of Romania, 2.625%, 12/02/2040 (n)    EUR 100,000     $ 129,959  
    

 

 

 
Serbia – 0.2%     
Republic of Serbia, 2.125%, 12/01/2030 (n)    $ 200,000     $ 197,660  
    

 

 

 
Spain – 3.5%

 

 
Kingdom of Spain, 0.4%, 4/30/2022    EUR 1,000,000     $ 1,238,041  
Kingdom of Spain, 0.35%, 7/30/2023      1,600,000       1,999,862  
Kingdom of Spain, 4.7%, 7/30/2041      215,000       470,295  
Kingdom of Spain, 5.15%, 10/31/2044      370,000       892,655  
    

 

 

 
     $ 4,600,853  
    

 

 

 
Supranational – 0.4%     
Corporacion Andina de Fomento, 1.625%, 9/23/2025    $ 300,000     $ 304,164  
Inter-American Development Bank, 0.625%, 7/15/2025      250,000       251,980  
    

 

 

 
     $ 556,144  
    

 

 

 
Sweden – 2.2%     
Kingdom of Sweden, 0.75%, 11/12/2029    SEK 17,345,000     $ 2,264,762  
Kommuninvest I Sverige AB, 0.375%, 2/16/2024 (n)    $ 300,000       300,813  
Swedish Export Credit Corp., 0.625%, 5/14/2025      300,000       301,154  
    

 

 

 
     $ 2,866,729  
    

 

 

 
United Kingdom – 7.8%     
U.K. Municipal Bonds Agency Finance Co. DAC, 1.625%, 8/26/2060    GBP 200,000     $ 285,611  
United Kingdom Treasury, 6%, 12/07/2028      215,000       430,924  
United Kingdom Treasury, 0.875%, 10/22/2029      1,095,000       1,592,768  
United Kingdom Treasury, 4.25%, 3/07/2036      268,000       568,045  
United Kingdom Treasury, 1.75%, 9/07/2037      2,475,000       4,015,371  
United Kingdom Treasury, 4.25%, 12/07/2040      127,000       291,033  
United Kingdom Treasury, 3.25%, 1/22/2044      330,000       694,465  
United Kingdom Treasury, 4.25%, 12/07/2046      200,000       500,617  
Issuer    Shares/Par     Value ($)  
BONDS – continued

 

 
Foreign Bonds – continued

 

 
United Kingdom – continued     
United Kingdom Treasury, 3.75%, 7/22/2052    GBP 339,000     $ 860,671  
United Kingdom Treasury, 4%, 1/22/2060      80,000       234,755  
United Kingdom Treasury, 3.5%, 7/22/2068      230,000       683,753  
    

 

 

 
     $ 10,158,013  
    

 

 

 
Uruguay – 0.0%     
Oriental Republic of Uruguay, 4.375%, 1/23/2031    $ 44,000     $ 53,955  
    

 

 

 
Total Foreign Bonds      $ 81,161,006  
    

 

 

 
U.S. Bonds – 33.6%

 

 
Asset-Backed & Securitized – 0.8%

 

 
Cantor Commercial Real Estate, 2019-CF3, “A4”, 3.005%, 1/15/2053    $ 315,000     $ 350,189  
Citigroup Commercial Mortgage Trust, 2019-C7, “A4”, 3.102%, 12/15/2072      233,275       263,176  
Commercial Mortgage Pass-Through Certificates, 2019-BN24, “A3”, 2.96%, 11/15/2062      170,384       190,071  
Galaxy CLO Ltd., 2018-29A, “A”, FLR, 1.011% (LIBOR - 3mo. + 0.79%), 11/15/2026 (n)      169,282       168,666  
    

 

 

 
     $ 972,102  
    

 

 

 
Consumer Services – 0.1%     
Conservation Fund, 3.474%, 12/15/2029    $ 158,000     $ 170,954  
    

 

 

 
Industrial – 0.1%

 

 
Howard University, Washington D.C., AGM, 2.638%, 10/01/2021    $ 26,000     $ 26,226  
Howard University, Washington D.C., 2.738%, 10/01/2022      28,000       28,846  
Howard University, Washington D.C., 2.801%, 10/01/2023      30,000       31,144  
Howard University, Washington D.C., AGM, 2.416%, 10/01/2024      33,000       34,210  
Howard University, Washington D.C., AGM, 2.516%, 10/01/2025      42,000       43,720  
    

 

 

 
     $ 164,146  
    

 

 

 
Mortgage-Backed – 0.0%

 

 
Freddie Mac, 1.169%, 9/25/2030 (i)    $ 329,805     $ 34,201  
    

 

 

 
Municipals – 1.4%     
California Earthquake Authority Rev., “B”, 1.227%, 7/01/2021    $ 25,000     $ 25,017  
California Earthquake Authority Rev., “B”, 1.327%, 7/01/2022      80,000       80,242  
California Earthquake Authority Rev., “B”, 1.477%, 7/01/2023      60,000       60,416  
Chicago, IL, Board of Education, “E”, BAM, 6.138%, 12/01/2039      250,000       320,362  
 

 

8


Table of Contents

MFS Global Governments Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued

 

 
U.S. Bonds – continued

 

 
Municipals – continued     
Florida State Board of Administration Finance Corp. Rev., “A”, 1.705%, 7/01/2027    $ 236,000     $ 244,966  
Illinois Sales Tax Securitization Corp., Second Lien, “B”, BAM, 3.411%, 1/01/2043      240,000       254,738  
Massachusetts Educational Financing Authority, Education Loan Rev., “A”, 2.562%, 7/01/2026      20,000       20,186  
Massachusetts Educational Financing Authority, Education Loan Rev., “A”, 2.682%, 7/01/2027      100,000       101,343  
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 3.384%, 12/01/2040      285,000       321,189  
Port Authority of NY & NJ, “AAA”, 1.086%, 7/01/2023      210,000       213,129  
West Virginia Tobacco Settlement Financing Authority Asset-Backed Refunding, “A-1”, 1.497%, 6/01/2024      80,000       80,270  
West Virginia Tobacco Settlement Financing Authority Asset-Backed Refunding, “A-1”, 1.647%, 6/01/2025      65,000       65,132  
    

 

 

 
     $ 1,786,990  
    

 

 

 
U.S. Government Agencies and Equivalents – 0.4%

 

Small Business Administration, 4.57%, 6/01/2025    $ 2,317     $ 2,451  
Small Business Administration, 5.09%, 10/01/2025      2,199       2,330  
Small Business Administration, 5.21%, 1/01/2026      31,564       33,535  
Small Business Administration, 2.22%, 3/01/2033      408,823       423,547  
Tennessee Valley Authority, 0.75%, 5/15/2025      96,000       97,210  
    

 

 

 
     $ 559,073  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued

 

 
U.S. Bonds – continued

 

 
U.S. Treasury Obligations – 30.8%

 

 
U.S. Treasury Bonds, 2.25%, 2/15/2027    $ 5,631,000     $ 6,222,255  
U.S. Treasury Bonds, 4.75%, 2/15/2037      709,000       1,079,702  
U.S. Treasury Bonds, 4.5%, 8/15/2039      3,571,400       5,457,267  
U.S. Treasury Bonds, 2.75%, 11/15/2042      1,361,000       1,683,334  
U.S. Treasury Bonds, 3.625%, 2/15/2044      1,120,000       1,583,269  
U.S. Treasury Bonds, 3%, 2/15/2048      1,905,000       2,495,922  
U.S. Treasury Bonds, 3%, 2/15/2049      1,945,000       2,560,562  
U.S. Treasury Bonds, TIPS, 0.625%, 1/15/2026      1,095,790       1,222,858  
U.S. Treasury Bonds, TIPS, 1.75%, 1/15/2028      2,431,015       2,980,926  
U.S. Treasury Notes, 2.625%, 5/15/2021      2,000,000       2,018,281  
U.S. Treasury Notes, 2.125%, 5/15/2025 (f)      6,720,700       7,252,580  
U.S. Treasury Notes, 1.5%, 8/15/2026      3,020,000       3,196,953  
U.S. Treasury Notes, 2.875%, 5/15/2028      1,972,300       2,284,093  
    

 

 

 
     $ 40,038,002  
    

 

 

 
Total U.S. Bonds      $ 43,725,468  
    

 

 

 
Total Bonds
(Identified Cost, $113,098,542)
     $ 124,886,474  
    

 

 

 
INVESTMENT COMPANIES (h) – 1.6%

 

 
Money Market Funds – 1.6%

 

 
MFS Institutional Money Market Portfolio, 0.1% (v)
(Identified Cost, $2,150,119)
   $ 2,150,119     $ 2,150,119  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – 2.5%
       3,205,231  
    

 

 

 
NET ASSETS – 100.0%      $ 130,241,824  
    

 

 

 
 

 

(f)   All or a portion of the security has been segregated as collateral for open futures contracts.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $2,150,119 and $124,886,474, respectively.

 

(i)   Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

 

(n)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $3,430,365, representing 2.6% of net assets.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

AGM   Assured Guaranty Municipal

 

BAM   Build America Mutual

 

CLO   Collateralized Loan Obligation

 

FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.

 

LIBOR   London Interbank Offered Rate

 

TIPS   Treasury Inflation Protected Security

 

9


Table of Contents

MFS Global Governments Portfolio

 

Portfolio of Investments – continued

 

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

AUD   Australian Dollar

 

BRL   Brazilian Real

 

CAD   Canadian Dollar

 

CNY   China Yuan Renminbi
DKK   Danish Krone

 

EUR   Euro

 

GBP   British Pound

 

IDR   Indonesian Rupiah

 

INR   Indian Rupee

 

ISK   Iceland Krona

 

JPY   Japanese Yen

 

MXN   Mexican Peso

 

NOK   Norwegian Krone

 

NZD   New Zealand Dollar

 

SEK   Swedish Krona

 

TRY   Turkish Lira

Derivative Contracts at 12/31/20

Forward Foreign Currency Exchange Contracts

 

Currency Purchased

          

Currency Sold

   Counterparty    Settlement Date      Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives

 

              
AUD     1,483,806         USD     1,084,636    Citibank N.A.      1/15/2021        $59,458  
AUD     4,513,909         USD     3,309,519    Goldman Sachs International      1/15/2021        170,947  
AUD     1,505,335         USD     1,116,261    Merrill Lynch International      1/15/2021        44,434  
AUD     411,000         USD     313,294    Morgan Stanley Capital Services, Inc.      1/15/2021        3,609  
AUD     87,000         USD     64,765    State Street Bank Corp.      1/15/2021        2,317  
CAD     134,000         USD     100,967    Barclays Bank PLC      1/15/2021        4,310  
CAD     2,658,835         USD     2,025,165    JPMorgan Chase Bank N.A.      1/15/2021        63,762  
CAD     911,000         USD     706,624    Merrill Lynch International      1/15/2021        9,107  
DKK     3,260,237         USD     515,799    JPMorgan Chase Bank N.A.      1/15/2021        19,474  
EUR     297,000         USD     361,525    Barclays Bank PLC      1/15/2021        1,404  
EUR     97,000         USD     117,252    Brown Brothers Harriman      1/15/2021        1,280  
EUR     1,279,279         USD            1,519,381    Citibank N.A.      1/15/2021        43,876  
EUR     431,000         USD     512,344    Credit Suisse Group      1/15/2021        14,330  
EUR     21,747         USD     25,844    Merrill Lynch International      1/15/2021        731  
EUR     175,977         USD     208,484    UBS AG      1/15/2021        6,557  
GBP     68,000         USD     87,805    Brown Brothers Harriman      1/15/2021        5,194  
GBP     274,025         USD     354,717    JPMorgan Chase Bank N.A.      1/15/2021        20,050  
GBP     55,000         USD     74,105    Morgan Stanley Capital Services, Inc.      1/15/2021        1,115  
IDR     3,957,670,000         USD     280,189    JPMorgan Chase Bank N.A.      1/19/2021        1,130  
JPY     66,589,000         USD     639,313    JPMorgan Chase Bank N.A.      1/15/2021        5,671  
JPY     1,010,181,334         USD     9,592,340    Merrill Lynch International      1/15/2021        192,317  
JPY     6,604,000         USD     63,068    Morgan Stanley Capital Services, Inc.      1/15/2021        898  
MXN     26,985,405         USD     1,253,479    JPMorgan Chase Bank N.A.      1/15/2021        100,989  
NOK     3,315,317         USD     359,629    JPMorgan Chase Bank N.A.      1/15/2021        27,035  
NOK     5,858,000         USD     661,255    Morgan Stanley Capital Services, Inc.      1/15/2021        21,961  
NZD     955,722         USD     666,729    Goldman Sachs International      1/15/2021        20,960  
NZD     190,643         USD     134,528    JPMorgan Chase Bank N.A.      1/15/2021        2,649  
NZD     999,000         USD     684,247    Merrill Lynch International      1/15/2021        34,582  

 

10


Table of Contents

MFS Global Governments Portfolio

 

Portfolio of Investments – continued

 

Forward Foreign Currency Exchange Contracts – continued

 

Currency Purchased           

Currency Sold

   Counterparty    Settlement Date      Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives – continued

 

          
NZD     1,028,000         USD     685,060    Morgan Stanley Capital Services, Inc.      1/15/2021        $54,636  
NZD     855,793         USD     603,122    UBS AG      1/15/2021        12,663  
SEK     543,000         USD     63,839    Brown Brothers Harriman      1/15/2021        2,168  
SEK         16,853,000         USD     1,912,897    Merrill Lynch International      1/15/2021        135,769  
TRY     2,541,000         USD     320,383    Morgan Stanley Capital Services, Inc.      1/15/2021        20,320  
USD     336,900         BRL     1,718,021    Banco Santander S.A.      2/04/2021        6,265  
                

 

 

 
                   $1,111,968  
                

 

 

 
Liability Derivatives

 

              
EUR     276,000         USD     338,486    Morgan Stanley Capital Services, Inc.      1/15/2021        $(1,219
EUR     64,000         USD     78,466    State Street Bank Corp.      1/15/2021        (259
USD     2,905,384         AUD     4,055,335    Goldman Sachs International      1/15/2021        (221,497
USD     143,490         AUD     194,906    HSBC Bank      1/15/2021        (6,793
USD     1,324,900         AUD     1,876,184    Merrill Lynch International      1/15/2021        (121,738
USD     268,707         AUD     365,257    State Street Bank Corp.      1/15/2021        (12,926
USD     631,717         CAD     830,000    Goldman Sachs International      1/15/2021        (20,376
USD     1,289,513         CAD     1,701,156    Merrill Lynch International      1/15/2021        (47,009
USD     1,294,292         CAD     1,687,657    State Street Bank Corp.      1/15/2021        (31,625
USD     1,280,166         EUR     1,086,410    Barclays Bank PLC      1/15/2021        (47,408
USD     826,462         EUR     676,811    HSBC Bank      2/12/2021        (1,107
USD     304,118         EUR     256,780    JPMorgan Chase Bank N.A.      1/15/2021        (9,663
USD     118,595         EUR     99,616    Merrill Lynch International      1/15/2021        (3,134
USD     1,349,916         EUR     1,147,360    State Street Bank Corp.      1/15/2021        (52,137
USD     308,188         GBP     238,258    Brown Brothers Harriman      1/15/2021        (17,663
USD     693,472         GBP     524,000    Morgan Stanley Capital Services, Inc.      1/15/2021        (23,171
USD     600,943         GBP     450,000    NatWest Markets PLC      1/15/2021        (14,494
USD     346,933         GBP     261,626    State Street Bank Corp.      1/15/2021        (10,876
USD     263,607         IDR     3,924,588,000    JPMorgan Chase Bank N.A.      1/19/2021        (15,360
USD     1,353,304         JPY     142,543,253    JPMorgan Chase Bank N.A.      1/15/2021        (27,376
USD     597,824         JPY     62,438,000    Morgan Stanley Capital Services, Inc.      1/15/2021        (6,953
USD     2,575,997         JPY     268,000,000    State Street Bank Corp.      1/07/2021        (19,591
USD     1,299,966         JPY     135,253,000    State Street Bank Corp.      1/15/2021        (10,100
USD     660,593         MXN     13,297,085    JPMorgan Chase Bank N.A.      1/15/2021        (6,822
USD     1,345,935         MXN     26,985,000    Merrill Lynch International      1/15/2021        (8,512
USD     621,801         NOK     5,528,774    Barclays Bank PLC      1/15/2021        (23,018
USD     692,084         NOK     6,079,000    Brown Brothers Harriman      1/15/2021        (16,907
USD     649,992         NOK     6,068,000    Morgan Stanley Capital Services, Inc.      1/15/2021        (57,717
USD     366,554         NZD     519,305    Barclays Bank PLC      1/15/2021        (7,111
USD     2,972,347         NZD     4,417,122    Citibank N.A.      1/15/2021        (205,988
USD     2,907,824         SEK     25,588,848    Brown Brothers Harriman      1/15/2021        (202,780
USD     874,988         SEK     7,534,771    State Street Bank Corp.      1/15/2021        (40,945
                

 

 

 
                   $(1,292,275
                

 

 

 

 

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MFS Global Governments Portfolio

 

Portfolio of Investments – continued

 

Futures Contracts

 

Description   

Long/

Short

     Currency      Contracts    Notional
Amount
     Expiration
Date
     Value/Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives                  
Interest Rate Futures                  
Euro-Bund 10 yr      Short        EUR      8      $1,736,111        March - 2021        $(4,516
U.S. Treasury Note 10 yr      Short        USD      8      1,104,625        March - 2021        (3,779
                 

 

 

 
                    $(8,295)  
                 

 

 

 

At December 31, 2020, the fund had liquid securities with an aggregate value of $42,086 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

 

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MFS Global Governments Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $113,098,542)

     $124,886,474  

Investments in affiliated issuers, at value (identified cost, $2,150,119)

     2,150,119  

Foreign currency, at value (identified cost, $2,584,959)

     2,595,466  

Receivables for

  

Forward foreign currency exchange contracts

     1,111,968  

Interest

     839,309  

Receivable from investment adviser

     13,754  

Other assets

     1,007  

Total assets

     $131,598,097  

Liabilities

        

Payables for

  

Forward foreign currency exchange contracts

     $1,292,275  

Net daily variation margin on open futures contracts

     822  

Fund shares reacquired

     1,487  

Payable to affiliates

  

Administrative services fee

     146  

Shareholder servicing costs

     8  

Distribution and/or service fees

     11  

Payable for independent Trustees’ compensation

     84  

Accrued expenses and other liabilities

     61,440  

Total liabilities

     $1,356,273  

Net assets

     $130,241,824  

Net assets consist of

        

Paid-in capital

     $118,561,941  

Total distributable earnings (loss)

     11,679,883  

Net assets

     $130,241,824  

Shares of beneficial interest outstanding

     11,141,423  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $129,401,051        11,068,056        $11.69  

Service Class

     840,773        73,367        11.46  

See Notes to Financial Statements

 

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MFS Global Governments Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Interest

     $1,575,935  

Dividends from affiliated issuers

     24,030  

Other

     31  

Foreign taxes withheld

     (979

Total investment income

     $1,599,017  

Expenses

  

Management fee

     $931,987  

Distribution and/or service fees

     1,995  

Shareholder servicing costs

     1,790  

Administrative services fee

     27,268  

Independent Trustees’ compensation

     4,164  

Custodian fee

     28,209  

Shareholder communications

     5,215  

Audit and tax fees

     76,420  

Legal fees

     1,165  

Miscellaneous

     36,978  

Total expenses

     $1,115,191  

Reduction of expenses by investment adviser

     (81,494

Net expenses

     $1,033,697  

Net investment income (loss)

     $565,320  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $4,967,982  

Affiliated issuers

     (425

Futures contracts

     (45,208

Forward foreign currency exchange contracts

     4,814  

Foreign currency

     (27,076

Net realized gain (loss)

     $4,900,087  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $7,119,191  

Affiliated issuers

     (318

Futures contracts

     (8,295

Forward foreign currency exchange contracts

     (211,784

Translation of assets and liabilities in foreign currencies

     24,756  

Net unrealized gain (loss)

     $6,923,550  

Net realized and unrealized gain (loss)

     $11,823,637  

Change in net assets from operations

     $12,388,957  

See Notes to Financial Statements

 

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MFS Global Governments Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $565,320        $1,339,801  

Net realized gain (loss)

     4,900,087        3,992,401  

Net unrealized gain (loss)

     6,923,550        2,704,105  

Change in net assets from operations

     $12,388,957        $8,036,307  

Total distributions to shareholders

     $(1,660,302      $(3,199,101

Change in net assets from fund share transactions

     $(10,857,191      $(10,300,438

Total change in net assets

     $(128,536      $(5,463,232

Net assets

                 

At beginning of period

     130,370,360        135,833,592  

At end of period

     $130,241,824        $130,370,360  

See Notes to Financial Statements

 

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MFS Global Governments Portfolio

 

FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $10.71          $10.34          $10.56          $9.87          $9.84  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.05          $0.11          $0.11          $0.08          $0.07 (c) 

Net realized and unrealized gain (loss)

       1.08          0.53          (0.23        0.61          (0.04 )(g) 

Total from investment operations

       $1.13          $0.64          $(0.12        $0.69          $0.03  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.15        $(0.27        $(0.10        $—          $—  

Net asset value, end of period (x)

       $11.69          $10.71          $10.34          $10.56          $9.87  

Total return (%) (k)(r)(s)(x)

       10.60          6.08          (1.11        6.99          0.30 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.90          0.88          0.87          0.86          0.83 (c) 

Expenses after expense reductions (f)

       0.83          0.87          0.86          0.85          0.82 (c) 

Net investment income (loss)

       0.46          1.01          1.05          0.77          0.66 (c) 

Portfolio turnover

       98          107          79          67          75  

Net assets at end of period (000 omitted)

       $129,401          $129,565          $135,008          $159,652          $162,211  
Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $10.50          $10.14          $10.34          $9.69          $9.69  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.02          $0.08          $0.08          $0.05          $0.04 (c) 

Net realized and unrealized gain (loss)

       1.06          0.51          (0.22        0.60          (0.04 )(g) 

Total from investment operations

       $1.08          $0.59          $(0.14        $0.65          $0.00 (w) 
Less distributions declared to shareholders                                                       

From net investment income

       $(0.12        $(0.23        $(0.06        $—          $—  

Net asset value, end of period (x)

       $11.46          $10.50          $10.14          $10.34          $9.69  

Total return (%) (k)(r)(s)(x)

       10.35          5.79          (1.32        6.71          0.00 (c)(w) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       1.15          1.13          1.12          1.11          1.08 (c) 

Expenses after expense reductions (f)

       1.08          1.12          1.11          1.10          1.07 (c) 

Net investment income (loss)

       0.20          0.76          0.80          0.52          0.41 (c) 

Portfolio turnover

       98          107          79          67          75  

Net assets at end of period (000 omitted)

       $841          $806          $826          $1,034          $1,572  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)   Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)   Per share data is based on average shares outstanding.

 

(f)   Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(g)   The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

 

(k)   The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)   Certain expenses have been reduced without which performance would have been lower.

 

(s)   From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(w)   Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable.

 

(x)   The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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MFS Global Governments Portfolio

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS Global Governments Portfolio (the fund) is a non-diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading

 

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MFS Global Governments Portfolio

 

Notes to Financial Statements – continued

 

of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments   Level 1     Level 2     Level 3     Total  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents     $—       $40,597,075       $—       $40,597,075  
Non-U.S. Sovereign Debt           79,060,185             79,060,185  
Municipal Bonds           1,786,990             1,786,990  
U.S. Corporate Bonds           335,100             335,100  
Residential Mortgage-Backed Securities           34,201             34,201  
Commercial Mortgage-Backed Securities           803,436             803,436  
Asset-Backed Securities (including CDOs)           168,666             168,666  
Foreign Bonds           2,100,821             2,100,821  
Mutual Funds     2,150,119                   2,150,119  
Total     $2,150,119       $124,886,474       $—       $127,036,593  
Other Financial Instruments                        
Futures Contracts – Liabilities     $(8,295     $—       $—       $(8,295
Forward Foreign Currency Exchange Contracts – Assets           1,111,968             1,111,968  
Forward Foreign Currency Exchange Contracts – Liabilities           (1,292,275           (1,292,275

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were futures contracts and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

 

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Notes to Financial Statements – continued

 

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2020 as reported in the Statement of Assets and Liabilities:

 

          Fair Value (a)  
Risk    Derivative Contracts    Asset Derivatives      Liability Derivatives  
Interest Rate    Interest Rate Futures      $—        $(8,295
Foreign Exchange    Forward Foreign Currency Exchange Contracts      1,111,968        (1,292,275
Total         $1,111,968        $(1,300,570

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures Contracts     

Forward Foreign

Currency
Exchange

Contracts

 
Interest Rate      $(45,208      $—  
Foreign Exchange             4,814  
Total      $(45,208      $4,814  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures Contracts     

Forward Foreign

Currency
Exchange

Contracts

 
Interest Rate      $(8,295      $—  
Foreign Exchange             (211,784
Total      $(8,295      $(211,784

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

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Notes to Financial Statements – continued

 

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

 

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Notes to Financial Statements – continued

 

Book/tax differences primarily relate to amortization and accretion of debt securities, straddle loss deferrals, and derivative transactions.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $1,660,302        $3,199,101  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $117,049,010  
Gross appreciation      9,952,761  
Gross depreciation      (153,780
Net unrealized appreciation (depreciation)      $9,798,981  
Undistributed ordinary income      2,952,140  
Capital loss carryforwards      (1,102,411
Other temporary differences      31,173  

As of December 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(300,608
Long-Term      (801,803
Total      $(1,102,411

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $1,651,619        $3,182,293  
Service Class      8,683        16,808  
Total      $1,660,302        $3,199,101  

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $300 million      0.75%  
In excess of $300 million and up to $1 billion      0.675%  
In excess of $1 billion      0.625%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $13,646, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.

For the period from January 1, 2020 through July 31, 2020, the investment adviser had agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 1.00% of average daily net assets for the Initial Class shares and 1.25% of average daily net assets for the Service Class shares. This written agreement terminated on July 31, 2020. For the period from January 1, 2020 through July 31, 2020, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement. Effective August 1, 2020, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.76% of average daily net assets for the Initial Class shares and 1.01% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such

 

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Notes to Financial Statements – continued

 

agreement will continue at least until April 30, 2022. For the period from August 1, 2020 through December 31, 2020, this reduction amounted to $67,848, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $1,576, which equated to 0.0013% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $214.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0219% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $30,294,672        $51,178,103  
Non-U.S. Government securities      86,177,808        73,655,291  

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     1,052,245        $11,850,341        208,471        $2,210,929  

Service Class

     7,826        87,385        8,073        85,405  
     1,060,071        $11,937,726        216,544        $2,296,334  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     145,517        $1,651,619        288,774        $3,182,293  

Service Class

     779        8,683        1,553        16,808  
     146,296        $1,660,302        290,327        $3,199,101  
Shares reacquired            

Initial Class

     (2,224,850      $(24,324,361      (1,455,554      $(15,647,362

Service Class

     (11,946      (130,858      (14,339      (148,511
     (2,236,796      $(24,455,219      (1,469,893      $(15,795,873
Net change            

Initial Class

     (1,027,088      $(10,822,401      (958,309      $(10,254,140

Service Class

     (3,341      (34,790      (4,713      (46,298
     (1,030,429      $(10,857,191      (963,022      $(10,300,438

 

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Notes to Financial Statements – continued

 

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio, the MFS Conservative Allocation Portfolio, and the MFS Growth Allocation Portfolio were the owners of record of approximately 53%, 26%, and 11%, respectively, of the value of outstanding voting shares of the fund.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $685 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $4,936,006       $70,006,285       $72,791,429       $(425     $(318     $2,150,119  

Affiliated Issuers

                              Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $24,030       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Global Governments Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Global Governments Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships
During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations
During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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MFS Global Governments Portfolio

 

Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Robert Spector

Erik Weisman

 

 

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MFS Global Governments Portfolio

 

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS Global Governments Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 4th quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In addition to considering the performance information provided in connection with the contract review meetings, the Trustees noted that, in light of the Fund’s substandard relative performance at the time of their contract review meetings in 2019, they had met at each of their regular meetings since then with MFS’ senior investment management personnel to discuss the Fund’s

 

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MFS Global Governments Portfolio

 

Board Review of Investment Advisory Agreement – continued

 

performance and MFS’ efforts to improve the Fund’s performance. The Trustees further noted that the Fund’s five-year performance as compared to its Broadridge performance universe improved for the period ended December 31, 2019, as compared to the prior year. Taking this information into account, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median. The Trustees also noted that MFS has agreed to further reduce the expense limitation for the Fund effective August 1, 2020, which may not be changed without the Trustees’ approval.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $300 million and $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS Global Governments Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO


Table of Contents
Annual Report
December 31, 2020
MFS®  Global Growth Portfolio
MFS® Variable Insurance Trust II
WGO-ANN


Table of Contents
MFS® Global Growth Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS Global Growth Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Table of Contents
MFS Global Growth Portfolio
Portfolio Composition
Portfolio structure
Top ten holdings
Alphabet, Inc., “A” 4.6%
Microsoft Corp. 4.1%
Alibaba Group Holding Ltd., ADR 2.8%
Apple, Inc. 2.5%
Accenture PLC, “A” 2.5%
Tencent Holdings Ltd. 2.2%
Adidas AG 2.0%
Nestle S.A. 2.0%
Charles Schwab Corp. 2.0%
Baidu, Inc., ADR 1.9%
GICS equity sectors (g)
Information Technology 23.7%
Consumer Discretionary 15.1%
Communication Services 14.0%
Health Care 13.7%
Consumer Staples 13.5%
Financials 9.0%
Industrials 8.4%
Materials 1.8%
Issuer country weightings (x)
United States 59.0%
China 7.9%
Switzerland 5.3%
Canada 5.1%
France 4.3%
United Kingdom 3.9%
South Korea 3.0%
Germany 2.8%
Japan 2.7%
Other Countries 6.0%
Currency exposure weightings (y)
United States Dollar 62.3%
Euro 7.9%
Swiss Franc 5.3%
Hong Kong Dollar 5.1%
British Pound Sterling 4.9%
South Korean Won 3.0%
Chinese Renminbi 2.8%
Canadian Dollar 2.8%
Japanese Yen 2.7%
Other Currencies 3.2%
 
(g) The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.
(x) Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents.
(y) Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio's net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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MFS Global Growth Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Global Growth Portfolio (fund) provided a total return of 20.76%, while Service Class shares of the fund provided a total return of 20.49%. These compare with a return of 33.60% over the same period for the fund’s benchmark, the MSCI All Country World Growth Index (net div).
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Detractors from Performance
Security selection in the consumer discretionary sector detracted from the fund's performance relative to the MSCI All Country World Growth Index. Here, not owning shares of strong-performing electric vehicle manufacturer Tesla and internet retailer Amazon.com hurt relative returns. The share price of Tesla appreciated throughout the period after the company disclosed record deliveries amid the launch of its Model Y and China factory. Additionally, Tesla was added as a constituent to the S&P 500 Index, which further boosted its stock performance. The fund's overweight holdings of hotel operator Marriott International(h) further hurt relative performance.
Stock selection and, to a lesser extent, an underweight allocation to the information technology sector weakened relative results, led by the fund's underweight position in computer and personal electronics maker Apple. Despite headwinds related to COVID-19, the share price of Apple appreciated as product demand recovered more rapidly than expected. The shift toward work-from-home and remote learning helped to support strong iPhone and iPad sales. Additionally, shares of Apple reacted positively to the announcement of a new line of its flagship iPhone product with 5G compatibility.
Security selection within the health care sector further dampened relative returns, driven by the fund's holdings of life sciences company Bayer(b) (Germany), and its overweight positions in medical technology company Becton, Dickinson and Co. and medical devices maker Boston Scientific.
Elsewhere, the fund's overweight positions in food processing company Danone (France), risk management and human capital consulting services provider Aon and beverage manufacturer AmBev(h) (Brazil) detracted from relative performance.
Contributors to Performance
Security selection within the industrials sector strengthened relative performance over the reporting period. Notably, the fund's avoidance of poor-performing aerospace company Boeing and aerospace company Airbus (France) contributed to relative results. The fund's holdings of strong-performing defense contractor Raytheon(b)(h), and its overweight position in consumer credit reporting agency Equifax, further benefited relative performance.
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MFS Global Growth Portfolio
Management Review - continued
The fund's avoidance of the poor-performing real estate, energy and utilities sectors lifted relative returns. Within these sectors, there were no individual stocks, either in the fund or in the benchmark, that were among the fund's largest relative contributors during the period.
Stocks in other sectors that aided relative returns included the fund's overweight positions in internet search engine and online computer games provider NAVER (South Korea), wine producer Kweichow Moutai (China), semiconductor manufacturer Taiwan Semiconductor Manufacturing (Taiwan) and online betting and gaming operator Flutter Entertainment (United Kingdom). The fund's holdings of internet search provider Baidu(b) (China) also contributed to relative performance. The share price of Baidu rose as company posted strong results across its core businesses that benefited from the recovery of China's economy and solid performance from its Mobile app and AI Cloud service businesses. Not owning shares of weak-performing enterprise applications provider SAP (Germany) also contributed to relative performance as the company posted weaker-than-expected revenue and operating profit figures. Additionally, SAP's management reduced its full-year guidance due to muted demand, partly driven by the re-introduction of lockdowns related to the COVID-19 pandemic.
Respectfully,
Portfolio Manager(s)
David Antonelli, Jeffrey Constantino, and Joseph Skorski
Note to Contract Owners: Effective April 15, 2021, David Antonelli will no longer be a Portfolio Manager of the fund.
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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Table of Contents
MFS Global Growth Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 11/16/93 20.76% 16.98% 11.83%
Service Class 8/24/01 20.49% 16.70% 11.55%
Comparative benchmark(s)
MSCI All Country World Growth Index (net div) (f) 33.60% 16.94% 12.04%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
MSCI All Country World Growth Index(e) (net div) - a market capitalization-weighted index that is designed to measure equity market performance for growth securities in the global developed and emerging markets.
It is not possible to invest directly in an index.
(e) Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.
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MFS Global Growth Portfolio
Performance Summary – continued
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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MFS Global Growth Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 1.00% $1,000.00 $1,243.68 $5.64
Hypothetical (h) 1.00% $1,000.00 $1,020.11 $5.08
Service Class Actual 1.25% $1,000.00 $1,242.37 $7.05
Hypothetical (h) 1.25% $1,000.00 $1,018.85 $6.34
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
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MFS Global Growth Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 99.2%
Alcoholic Beverages – 3.3%  
Diageo PLC   21,289 $    841,365
Kweichow Moutai Co. Ltd., “A”   1,700     519,374
Pernod Ricard S.A.   2,660     509,535
        $1,870,274
Apparel Manufacturers – 6.5%  
Adidas AG (a)   3,161 $ 1,150,381
Burberry Group PLC (a)   25,992     636,061
LVMH Moet Hennessy Louis Vuitton SE   1,325     826,987
NIKE, Inc., “B”   5,092     720,365
VF Corp.   3,694     315,505
        $3,649,299
Brokerage & Asset Managers – 2.6%  
Blackstone Group, Inc.   5,051 $    327,355
Charles Schwab Corp.   21,260 1,127,631
        $1,454,986
Business Services – 9.5%  
Accenture PLC, “A”   5,485 $ 1,432,737
CGI, Inc. (a)   7,231     573,697
Cognizant Technology Solutions Corp., “A”   9,338     765,249
Equifax, Inc.   3,637     701,359
Fidelity National Information Services, Inc.   4,736     669,954
Fiserv, Inc. (a)   8,760     997,414
Verisk Analytics, Inc., “A”   1,128     234,161
        $5,374,571
Cable TV – 1.7%  
Comcast Corp., “A”   17,989 $    942,624
Computer Software – 4.1%  
Microsoft Corp.   10,497 $ 2,334,743
Computer Software - Systems – 3.9%  
Apple, Inc.   10,806 $ 1,433,848
Samsung Electronics Co. Ltd.   9,955     742,295
        $2,176,143
Construction – 2.0%  
Otis Worldwide Corp.   7,804 $    527,160
Sherwin-Williams Co.   789     579,844
        $1,107,004
Consumer Products – 6.2%  
Church & Dwight Co., Inc.   6,371 $    555,742
Colgate-Palmolive Co.   7,300     624,223
Estee Lauder Cos., Inc., “A”   1,577     419,782
KOSE Corp.   6,100 1,039,756
L'Oréal   752     285,526
Reckitt Benckiser Group PLC   6,752     604,047
        $3,529,076
Issuer     Shares/Par Value ($)
Common Stocks – continued
Electrical Equipment – 3.7%  
Amphenol Corp., “A”   7,001 $    915,521
Fortive Corp.   8,583     607,848
TE Connectivity Ltd.   4,677     566,244
        $2,089,613
Electronics – 3.2%  
Analog Devices, Inc.   3,440 $    508,191
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   7,484     816,055
Texas Instruments, Inc.   3,061     502,402
        $1,826,648
Food & Beverages – 3.9%  
Danone S.A.   12,045 $    791,067
Nestle S.A.   9,715 1,144,116
PepsiCo, Inc.   1,951     289,333
        $2,224,516
Gaming & Lodging – 1.0%  
Flutter Entertainment PLC (a)   2,734 $    566,047
General Merchandise – 1.8%  
Dollarama, Inc.   25,333 $ 1,032,505
Health Maintenance Organizations – 0.9%  
Cigna Corp.   2,306 $    480,063
Insurance – 2.9%  
Aon PLC   4,850 $ 1,024,659
Marsh & McLennan Cos., Inc.   5,209     609,453
        $1,634,112
Internet – 13.3%  
Alibaba Group Holding Ltd., ADR (a)   6,867 $ 1,598,157
Alphabet, Inc., “A” (a)   1,488 2,607,928
Baidu, Inc., ADR (a)   5,030 1,087,687
NAVER Corp. (a)   3,672     988,733
Tencent Holdings Ltd.   17,300 1,264,063
        $7,546,568
Leisure & Toys – 1.9%  
Electronic Arts, Inc.   7,293 $ 1,047,275
Machinery & Tools – 1.6%  
Daikin Industries Ltd.   2,100 $    466,147
Schindler Holding AG   1,693     457,142
            $923,289
Medical & Health Technology & Services – 1.5%  
ICON PLC (a)   1,648 $    321,327
PRA Health Sciences, Inc. (a)   4,375     548,800
            $870,127
Medical Equipment – 9.2%  
Abbott Laboratories   2,874 $    314,674
Agilent Technologies, Inc.   5,789     685,939
Becton, Dickinson and Co.   3,176     794,699
Boston Scientific Corp. (a)   28,293 1,017,133
 
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MFS Global Growth Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Medical Equipment – continued  
Danaher Corp.   1,485 $    329,878
Medtronic PLC   4,860     569,300
Mettler-Toledo International, Inc. (a)   112     127,644
Stryker Corp.   3,145     770,651
Thermo Fisher Scientific, Inc.   1,251     582,691
        $5,192,609
Other Banks & Diversified Financials – 5.5%  
Credicorp Ltd.   1,472 $    241,437
HDFC Bank Ltd. (a)   49,218     969,494
Julius Baer Group Ltd.   5,426     314,298
Mastercard, Inc., “A”   332     118,504
Moody's Corp.   1,628     472,511
Visa, Inc., “A”   4,551     995,440
        $3,111,684
Pharmaceuticals – 2.1%  
Bayer AG   7,465 $    439,155
Roche Holding AG   2,117     738,906
        $1,178,061
Printing & Publishing – 0.8%  
Wolters Kluwer N.V.   5,633 $    475,240
Railroad & Shipping – 2.3%  
Canadian National Railway Co.   4,019 $    441,487
Canadian Pacific Railway Ltd.   2,489     862,912
        $1,304,399
Issuer     Shares/Par Value ($)
Common Stocks – continued
Restaurants – 1.0%  
Starbucks Corp.   5,333 $    570,524
Specialty Chemicals – 0.8%  
Croda International PLC   1,298 $    117,269
Sika AG   1,178     321,745
            $439,014
Specialty Stores – 2.0%  
Ross Stores, Inc.   4,652 $    571,312
TJX Cos., Inc.   7,976     544,681
        $1,115,993
Total Common Stocks (Identified Cost, $29,801,355)   $ 56,067,007
Investment Companies (h) – 0.8%
Money Market Funds – 0.8%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $461,131)     461,131 $    461,131
Other Assets, Less Liabilities – 0.0%        13,076
Net Assets – 100.0% $ 56,541,214
    
 
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $461,131 and $56,067,007, respectively.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
See Notes to Financial Statements
9


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MFS Global Growth Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $29,801,355) $56,067,007
Investments in affiliated issuers, at value (identified cost, $461,131) 461,131
Foreign currency, at value (identified cost, $8,386) 8,426
Receivables for  
Investments sold 45,260
Fund shares sold 7,829
Dividends 60,010
Receivable from investment adviser 4,844
Other assets 589
Total assets $56,655,096
Liabilities  
Payables for  
Fund shares reacquired $22,511
Payable to affiliates  
Administrative services fee 99
Shareholder servicing costs 8
Distribution and/or service fees 40
Payable for independent Trustees' compensation 46
Deferred country tax expense payable 37,174
Accrued expenses and other liabilities 54,004
Total liabilities $113,882
Net assets $56,541,214
Net assets consist of  
Paid-in capital $23,516,939
Total distributable earnings (loss) 33,024,275
Net assets $56,541,214
Shares of beneficial interest outstanding 1,810,854
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $53,590,817 1,716,066 $31.23
Service Class 2,950,397 94,788 31.13
See Notes to Financial Statements
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MFS Global Growth Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Dividends $577,678
Other 3,412
Dividends from affiliated issuers 2,199
Income on securities loaned 440
Foreign taxes withheld (32,101)
Total investment income $551,628
Expenses  
Management fee $451,607
Distribution and/or service fees 5,568
Shareholder servicing costs 1,577
Administrative services fee 17,719
Independent Trustees' compensation 2,497
Custodian fee 24,461
Shareholder communications 4,661
Audit and tax fees 77,604
Legal fees 614
Miscellaneous 24,973
Total expenses $611,281
Reduction of expenses by investment adviser (103,401)
Net expenses $507,880
Net investment income (loss) $43,748
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers (net of $6,284 country tax) $6,923,626
Affiliated issuers (36)
Foreign currency 672
Net realized gain (loss) $6,924,262
Change in unrealized appreciation or depreciation  
Unaffiliated issuers (net of $21,328 increase in deferred country tax) $2,930,285
Translation of assets and liabilities in foreign currencies 3,542
Net unrealized gain (loss) $2,933,827
Net realized and unrealized gain (loss) $9,858,089
Change in net assets from operations $9,901,837
See Notes to Financial Statements
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MFS Global Growth Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $43,748 $258,673
Net realized gain (loss) 6,924,262 4,790,508
Net unrealized gain (loss) 2,933,827 10,254,871
Change in net assets from operations $9,901,837 $15,304,052
Total distributions to shareholders $(5,057,056) $(5,626,033)
Change in net assets from fund share transactions $(1,323,240) $(2,331,561)
Total change in net assets $3,521,541 $7,346,458
Net assets    
At beginning of period 53,019,673 45,673,215
At end of period $56,541,214 $53,019,673
See Notes to Financial Statements
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MFS Global Growth Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $28.60 $23.72 $26.53 $21.00 $20.88
Income (loss) from investment operations          
Net investment income (loss) (d) $0.03 $0.14 $0.15 $0.13 $0.25(c)
Net realized and unrealized gain (loss) 5.57 8.00 (1.23) 6.51 1.08
Total from investment operations $5.60 $8.14 $(1.08) $6.64 $1.33
Less distributions declared to shareholders          
From net investment income $(0.14) $(0.16) $(0.14) $(0.27) $(0.13)
From net realized gain (2.83) (3.10) (1.59) (0.84) (1.08)
Total distributions declared to shareholders $(2.97) $(3.26) $(1.73) $(1.11) $(1.21)
Net asset value, end of period (x) $31.23 $28.60 $23.72 $26.53 $21.00
Total return (%) (k)(r)(s)(x) 20.76 36.01 (4.83) 32.14 6.07(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.21 1.21 1.17 1.17 0.72(c)
Expenses after expense reductions (f) 1.00 1.00 1.00 1.00 0.55(c)
Net investment income (loss) 0.10 0.53 0.56 0.55 1.18(c)
Portfolio turnover 34 22 22 21 25
Net assets at end of period (000 omitted) $53,591 $50,911 $43,919 $54,886 $46,182
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $28.52 $23.65 $26.44 $20.94 $20.82
Income (loss) from investment operations          
Net investment income (loss) (d) $(0.04) $0.07 $0.09 $0.07 $0.20(c)
Net realized and unrealized gain (loss) 5.56 7.98 (1.24) 6.48 1.08
Total from investment operations $5.52 $8.05 $(1.15) $6.55 $1.28
Less distributions declared to shareholders          
From net investment income $(0.08) $(0.08) $(0.05) $(0.21) $(0.08)
From net realized gain (2.83) (3.10) (1.59) (0.84) (1.08)
Total distributions declared to shareholders $(2.91) $(3.18) $(1.64) $(1.05) $(1.16)
Net asset value, end of period (x) $31.13 $28.52 $23.65 $26.44 $20.94
Total return (%) (k)(r)(s)(x) 20.49 35.66 (5.06) 31.77 5.85(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.46 1.46 1.42 1.42 0.94(c)
Expenses after expense reductions (f) 1.25 1.25 1.25 1.25 0.77(c)
Net investment income (loss) (0.16) 0.26 0.34 0.31 0.94(c)
Portfolio turnover 34 22 22 21 25
Net assets at end of period (000 omitted) $2,950 $2,109 $1,754 $2,530 $2,355
    
See Notes to Financial Statements
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MFS Global Growth Portfolio
Financial Highlights - continued
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. Excluding the effect of the reimbursement of expenses, the total return for the year ended December 31, 2016 would have been approximately 0.55% lower.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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MFS Global Growth Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS Global Growth Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, accounting, and auditing systems, and greater political, social, and economic instability than developed markets.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from
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MFS Global Growth Portfolio
Notes to Financial Statements  - continued
third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
United States $32,882,994 $— $— $32,882,994
China 3,205,218 1,264,063 4,469,281
Switzerland 2,204,767 771,440 2,976,207
Canada 2,910,601 2,910,601
France 2,413,115 2,413,115
United Kingdom 1,240,108 958,634 2,198,742
South Korea 1,731,028 1,731,028
Germany 1,589,536 1,589,536
Japan 1,505,903 1,505,903
Other Countries 1,854,059 1,535,541 3,389,600
Mutual Funds 461,131 461,131
Total $51,998,460 $4,529,678 $— $56,528,138
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is
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MFS Global Growth Portfolio
Notes to Financial Statements  - continued
commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $556,052 $613,029
Long-term capital gains 4,501,004 5,013,004
Total distributions $5,057,056 $5,626,033
The federal tax cost and the tax basis components of distributable earnings were as follows:
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MFS Global Growth Portfolio
Notes to Financial Statements  - continued
As of 12/31/20  
Cost of investments $30,527,150
Gross appreciation 26,296,335
Gross depreciation (295,347)
Net unrealized appreciation (depreciation) $26,000,988
Undistributed ordinary income 271,425
Undistributed long-term capital gain 6,747,330
Other temporary differences 4,532
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $4,835,637   $5,411,324
Service Class 221,419   214,709
Total $5,057,056   $5,626,033
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.90%
In excess of $1 billion and up to $2 billion 0.75%
In excess of $2 billion 0.65%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $5,515, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.89% of the fund's average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 1.00% of average daily net assets for the Initial Class shares and 1.25% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $97,886, which is included in the reduction of total expenses in the Statement of Operations.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
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MFS Global Growth Portfolio
Notes to Financial Statements  - continued
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $1,358, which equated to 0.0027% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $219.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0353% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase transactions pursuant to this policy, which amounted to $141,364.
The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended December 31, 2020, this reimbursement amounted to $3,056, which is included in “Other” income in the Statement of Operations.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $16,797,376 and $22,991,651, respectively.
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 63,657 $1,741,046   56,817 $1,564,798
Service Class 22,786 663,768   1,990 55,816
  86,443 $2,404,814   58,807 $1,620,614
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 172,148 $4,835,637   212,126 $5,411,324
Service Class 7,902 221,419   8,433 214,709
  180,050 $5,057,056   220,559 $5,626,033
Shares reacquired          
Initial Class (299,956) $(8,508,716)   (340,514) $(9,290,250)
Service Class (9,827) (276,394)   (10,678) (287,958)
  (309,783) $(8,785,110)   (351,192) $(9,578,208)
Net change          
Initial Class (64,151) $(1,932,033)   (71,571) $(2,314,128)
Service Class 20,861 608,793   (255) (17,433)
  (43,290) $(1,323,240)   (71,826) $(2,331,561)
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MFS Global Growth Portfolio
Notes to Financial Statements  - continued
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $261 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $517,846 $9,970,034 $10,026,713 $(36) $— $461,131
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $2,199 $—
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS Global Growth Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Global Growth Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Growth Portfolio (the “Company”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Global Growth Portfolio
Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
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MFS Global Growth Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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MFS Global Growth Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
David Antonelli
Jeffrey Constantino
Joseph Skorski
 
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MFS Global Growth Portfolio
Board Review of Investment Advisory Agreement
MFS Global Growth Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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MFS Global Growth Portfolio
Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS Global Growth Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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MFS Global Growth Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $4,952,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 56.09% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
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Table of Contents

 

Annual Report

December 31, 2020

 

LOGO

 

MFS® Global Research Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

 

RES-ANN


Table of Contents

MFS® Global Research Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      3  
Performance summary      5  
Expense table      6  
Portfolio of investments      7  
Statement of assets and liabilities      10  
Statement of operations      11  
Statements of changes in net assets      12  
Financial highlights      13  
Notes to financial statements      15  
Report of independent registered public accounting firm      21  
Trustees and officers      22  
Board review of investment advisory agreement      25  
Proxy voting policies and information      27  
Quarterly portfolio disclosure      27  
Further information      27  
Information about fund contracts and legal claims      27  
Federal tax information      27  
MFS® privacy notice      28  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



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MFS Global Research Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS Global Research Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Microsoft Corp.     4.0%  
Amazon.com, Inc.     3.0%  
Taiwan Semiconductor Manufacturing Co. Ltd.     2.1%  
Tencent Holdings Ltd.     1.8%  
Facebook, Inc., “A”     1.8%  
Apple, Inc.     1.6%  
salesforce.com, Inc.     1.6%  
AIA Group Ltd.     1.5%  
Adobe Systems, Inc.     1.5%  
Roche Holding AG     1.5%  
Global equity sectors (k)  
Technology     27.3%  
Financial Services     16.7%  
Capital Goods     16.5%  
Consumer Cyclicals     11.9%  
Health Care     11.5%  
Energy     6.1%  
Consumer Staples     6.0%  
Telecommunications/Cable Television     3.4%  
Issuer country weightings (x)  
United States     60.9%  
Switzerland     4.9%  
France     4.8%  
China     4.5%  
Japan     3.5%  
Hong Kong     2.7%  
Germany     2.6%  
Netherlands     2.1%  
Taiwan     2.1%  
Other Countries     11.9%  
Currency exposure weightings (y)  
United States Dollar     63.2%  
Euro     11.6%  
Hong Kong Dollar     6.1%  
Swiss Franc     4.9%  
Japanese Yen     3.5%  
British Pound Sterling     2.8%  
Taiwan Dollar     2.1%  
Canadian Dollar     1.2%  
Indian Rupee     1.1%  
Other Currencies     3.5%  
 

 

(k)

The sectors set forth above and the associated portfolio composition are based on MFS’ own custom sector classification methodology.

(x)

Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents.

(y)

Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS Global Research Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS Global Research Portfolio (fund) provided a total return of 16.49%, while Service Class shares of the fund provided a total return of 16.24%. These compare with a return of 16.25% over the same period for the fund’s benchmark, the MSCI All Country World Index (net div).

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Detractors from Performance

Stock selection in the technology sector weakened performance relative to the MSCI All Country World Index over the reporting period, led by the fund’s underweight position in computer and personal electronics maker Apple. Despite headwinds related to COVID-19, the share price of Apple appreciated as product demand recovered more rapidly than expected and the shift toward work-from-home and remote learning supported strong iPhone and iPad sales. Additionally, shares of Apple reacted positively to the announcement of a new line of its flagship iPhone product with 5G compatibility. An overweight position in semiconductor company Intel (h) held back relative performance. The share price of Intel dropped on the back of weakness in its Data Center Group. Additionally, the firm came under pressure as management delayed the ramp-up of its 7nm process technology, while competitor AMD appeared to have gained market share in PCs and server chips. Not owning shares of computer graphics processor maker NVIDIA also hurt relative performance.

Security selection within the health care sector also hindered relative performance, driven by the fund’s overweight positions in medical devices maker Boston Scientific and pharmaceutical products manufacturer Santen Pharmaceutical Co. (Japan).

Elsewhere, not holding shares of electric vehicle manufacturer Tesla weakened relative performance. The share price of Tesla appreciated throughout the period after the company disclosed record deliveries amid the launch of its Model Y and China factory. Additionally, Tesla was added as a constituent to the S&P 500 Index, which further boosted its stock performance. The fund’s overweight holdings of integrated energy company Suncor Energy (h) (Canada), oil and gas company ConocoPhillips, oil and gas company Galp Energia (Portugal) and integrated oil company BP (h) (United Kingdom) further hurt relative returns.

Contributors to Performance

Although stock selection in the financial services sector was a primary contributor to relative performance, there were no individual stocks within this sector, either in the fund or in the benchmark, that were among the fund’s largest relative contributors during the period.

 

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MFS Global Research Portfolio

 

Management Review – continued

 

Security selection within the energy sector also lifted relative performance, led by the fund’s overweight holding of renewable energy solutions provider Orsted (Denmark), and avoiding shares of poor-performing integrated oil and gas company Exxon Mobil. The share price of Exxon Mobil suffered as oil and gas prices came under significant pressure during the period due to lower volumes and production caused by the COVID-19 virus and the price war between Saudi Arabia and Russia.

Stocks in other sectors that benefited the fund’s relative return included its overweight positions in semiconductor manufacturer Taiwan Semiconductor Manufacturing (Taiwan), integrated circuits and electronic devices developer Cadence Design Systems, internet search engine and online computer games provider NAVER (South Korea), internet retailer Amazon.com, healthcare equipment manufacturer Danaher, software company Adobe Systems, electronic power tools manufacturer Techtronic Industries (Hong Kong) and customer information software manager salesforce.com. The share price for Taiwan Semiconductor Manufacturing appreciated after the company delivered earnings per share results that were well ahead of market expectations. Management noted that the better-than-expected quarterly strength was primarily driven by strong demand across all application platforms, with revenue growth in smartphones leading the way.

Respectfully,

Portfolio Manager(s)

Akira Fuse and James Keating

 

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS Global Research Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr     
    Initial Class    11/07/94      16.49%      13.15%      9.79%    
    Service Class    8/24/01      16.24%      12.87%      9.52%    
Comparative benchmark(s)                 
     MSCI All Country World Index (net div) (f)      16.25%      12.26%      9.13%     

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

MSCI All Country World Index (e) (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the global developed and emerging markets.

It is not possible to invest directly in an index.

 

(e)

Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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MFS Global Research Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.85%        $1,000.00        $1,208.47        $4.72  
  Hypothetical (h)      0.85%        $1,000.00        $1,020.86        $4.32  
Service Class   Actual      1.10%        $1,000.00        $1,207.19        $6.10  
  Hypothetical (h)      1.10%        $1,000.00        $1,019.61        $5.58  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

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MFS Global Research Portfolio

 

PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – 99.4%     
Aerospace – 2.8%

 

 
Honeywell International, Inc.      5,719     $ 1,216,431  
L3Harris Technologies, Inc.      2,439       461,020  
Northrop Grumman Corp.      1,393       424,475  
Raytheon Technologies Corp.      8,311       594,320  
    

 

 

 
     $ 2,696,246  
    

 

 

 
Alcoholic Beverages – 1.8%

 

 
China Resources Beer Holdings Co. Ltd.      40,000     $ 368,400  
Constellation Brands, Inc., “A”      1,985       434,814  
Diageo PLC      16,470       650,913  
Kweichow Moutai Co. Ltd., “A”      900       274,962  
    

 

 

 
     $ 1,729,089  
    

 

 

 
Apparel Manufacturers – 2.9%

 

 
Adidas AG (a)      1,940     $ 706,023  
Burberry Group PLC (a)      14,376       351,801  
LVMH Moet Hennessy Louis Vuitton SE      1,445       901,884  
NIKE, Inc., “B”      6,199       876,973  
    

 

 

 
     $ 2,836,681  
    

 

 

 
Biotechnology – 0.5%

 

 
Illumina, Inc. (a)      1,347     $ 498,390  
    

 

 

 
Brokerage & Asset Managers – 2.1%

 

 
Charles Schwab Corp.      21,120     $ 1,120,205  
Euronext N.V.      8,259       909,578  
    

 

 

 
     $ 2,029,783  
    

 

 

 
Business Services – 3.9%

 

 
Accenture PLC, “A”      2,258     $ 589,812  
Fidelity National Information Services, Inc.      7,539       1,066,467  
Fiserv, Inc. (a)      9,159       1,042,844  
Global Payments, Inc.      4,816       1,037,463  
    

 

 

 
     $ 3,736,586  
    

 

 

 
Cable TV – 0.9%

 

 
Comcast Corp., “A”      16,525     $ 865,910  
    

 

 

 
Chemicals – 0.4%

 

 
FMC Corp.      3,631     $ 417,311  
    

 

 

 
Computer Software – 8.4%

 

 
Adobe Systems, Inc. (a)      2,845     $ 1,422,841  
Atlassian Corp. PLC, “A” (a)      1,866       436,402  
Cadence Design Systems, Inc. (a)      6,175       842,455  
Microsoft Corp. (s)      17,476       3,887,012  
salesforce.com, inc. (a)      6,938       1,543,913  
Topicus.com, Inc. (a)      1,166       4,408  
    

 

 

 
     $ 8,137,031  
    

 

 

 
Computer Software – Systems – 3.0%

 

 
Apple, Inc.      11,758     $ 1,560,169  
Constellation Software, Inc.      627       814,189  
EPAM Systems, Inc. (a)      1,480       530,358  
    

 

 

 
     $ 2,904,716  
    

 

 

 
Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued     
Construction – 3.0%

 

 
Masco Corp.      9,122     $ 501,071  
Otis Worldwide Corp.      6,486       438,129  
Sherwin-Williams Co.      1,003       737,115  
Techtronic Industries Co. Ltd.      47,000       672,954  
Vulcan Materials Co.      3,341       495,504  
    

 

 

 
     $ 2,844,773  
    

 

 

 
Consumer Products – 1.0%

 

 
Colgate-Palmolive Co.      5,198     $ 444,481  
Kao Corp.      6,200       478,563  
    

 

 

 
     $ 923,044  
    

 

 

 
Consumer Services – 0.2%

 

 
51job, Inc., ADR (a)      3,127     $ 218,890  
    

 

 

 
Electrical Equipment – 1.6%

 

 
Schneider Electric SE      7,960     $ 1,150,389  
TE Connectivity Ltd.      3,412       413,091  
    

 

 

 
     $ 1,563,480  
    

 

 

 
Electronics – 4.8%

 

 
Applied Materials, Inc.      9,729     $ 839,613  
Lam Research Corp.      1,547       730,601  
NXP Semiconductors N.V.      6,505       1,034,360  
Taiwan Semiconductor Manufacturing Co. Ltd.      106,000       1,990,837  
    

 

 

 
     $ 4,595,411  
    

 

 

 
Energy – Independent – 1.0%

 

 
ConocoPhillips      11,896     $ 475,721  
Oil Search Ltd.      78,318       224,007  
Valero Energy Corp.      4,266       241,328  
    

 

 

 
     $ 941,056  
    

 

 

 
Energy – Integrated – 0.5%

 

 
Galp Energia SGPS S.A., “B”      41,748     $ 446,467  
    

 

 

 
Food & Beverages – 2.6%

 

 
Danone S.A.      5,636     $ 370,150  
Mondelez International, Inc.      9,966       582,712  
Nestle S.A.      7,740       911,524  
PepsiCo, Inc.      4,404       653,113  
    

 

 

 
     $ 2,517,499  
    

 

 

 
Food & Drug Stores – 1.0%

 

 
Wal-Mart Stores, Inc.      6,371     $ 918,380  
    

 

 

 
Gaming & Lodging – 0.7%

 

 
Flutter Entertainment PLC (a)      3,459     $ 716,150  
    

 

 

 
General Merchandise – 0.7%

 

 
Dollar General Corp.      3,130     $ 658,239  
    

 

 

 
Health Maintenance Organizations – 1.0%

 

 
Cigna Corp.      4,668     $ 971,784  
    

 

 

 
 

 

7


Table of Contents

 

MFS Global Research Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued

 

Insurance – 3.6%     
AIA Group Ltd.      116,800     $ 1,438,703  
AON PLC      5,459       1,153,323  
Chubb Ltd.      5,788       890,889  
    

 

 

 
     $ 3,482,915  
    

 

 

 
Internet – 6.5%     
Alphabet, Inc., “A” (a)(s)      790     $ 1,384,586  
Facebook, Inc., “A” (a)      6,365       1,738,663  
NAVER Corp. (a)      3,101       834,983  
NetEase.com, Inc., ADR      5,641       540,239  
Tencent Holdings Ltd.      24,300       1,775,534  
    

 

 

 
     $ 6,274,005  
    

 

 

 
Leisure & Toys – 1.2%     
Electronic Arts, Inc.      5,163     $ 741,407  
Nintendo Co. Ltd.      700       446,283  
    

 

 

 
     $ 1,187,690  
    

 

 

 
Machinery & Tools – 3.6%     
GEA Group AG      9,645     $ 345,001  
Ingersoll Rand, Inc. (a)      14,583       664,401  
Kubota Corp.      24,000       523,210  
Roper Technologies, Inc.      1,910       823,382  
Schindler Holding AG      1,453       392,337  
SMC Corp.      600       365,793  
Trane Technologies PLC      2,254       327,191  
    

 

 

 
     $ 3,441,315  
    

 

 

 
Major Banks – 3.1%     
BNP Paribas (a)      23,778     $ 1,252,131  
Goldman Sachs Group, Inc.      4,881       1,287,169  
Mitsubishi UFJ Financial Group, Inc.      110,600       488,544  
    

 

 

 
     $ 3,027,844  
    

 

 

 
Medical & Health Technology & Services – 0.9%

 

ICON PLC (a)      4,351     $ 848,358  
    

 

 

 
Medical Equipment – 3.9%     
Becton, Dickinson and Co.      2,918     $ 730,142  
Boston Scientific Corp. (a)      26,501       952,711  
Danaher Corp.      4,721       1,048,723  
Medtronic PLC      8,733       1,022,983  
    

 

 

 
     $ 3,754,559  
    

 

 

 
Natural Gas – Distribution – 0.6%     
China Resources Gas Group Ltd.      100,000     $ 532,090  
    

 

 

 
Natural Gas – Pipeline – 0.4%     
TC Energy Corp.      9,327     $ 379,191  
    

 

 

 
Network & Telecom – 0.7%     
Equinix, Inc., REIT      913     $ 652,046  
    

 

 

 
Other Banks & Diversified Financials – 6.2%

 

 
HDFC Bank Ltd. (a)      53,221     $ 1,048,345  
Julius Baer Group Ltd.      22,774       1,319,171  
KBC Group N.V. (a)      6,564       459,323  
Macquarie Group Ltd.      6,056       646,546  
Truist Financial Corp.      22,790       1,092,325  
Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued

 

Other Banks & Diversified Financials – continued

 

 
Visa, Inc., “A”      6,458     $ 1,412,558  
    

 

 

 
     $ 5,978,268  
    

 

 

 
Pharmaceuticals – 5.2%     
Bayer AG      7,847     $ 461,628  
Johnson & Johnson      6,501       1,023,127  
Merck & Co., Inc.      10,415       851,947  
Roche Holding AG      4,075       1,422,314  
Santen Pharmaceutical Co. Ltd.      34,800       564,525  
Zoetis, Inc.      4,125       682,688  
    

 

 

 
     $ 5,006,229  
    

 

 

 
Printing & Publishing – 0.5%     
Wolters Kluwer N.V.      5,804     $ 489,667  
    

 

 

 
Railroad & Shipping – 0.7%     
Canadian Pacific Railway Ltd.      1,932     $ 669,805  
    

 

 

 
Real Estate – 1.7%     
LEG Immobilien AG      6,698     $ 1,039,683  
STORE Capital Corp., REIT      17,080       580,378  
    

 

 

 
     $ 1,620,061  
    

 

 

 
Restaurants – 1.4%     
Starbucks Corp.      6,905     $ 738,697  
Yum China Holdings, Inc.      10,785       615,716  
    

 

 

 
     $ 1,354,413  
    

 

 

 
Specialty Chemicals – 4.4%     
Air Products & Chemicals, Inc.      1,676     $ 457,917  
Akzo Nobel N.V.      4,371       469,157  
Axalta Coating Systems Ltd. (a)      10,425       297,634  
Croda International PLC      7,172       647,962  
DuPont de Nemours, Inc.      10,293       731,935  
Linde PLC (a)      3,550       923,751  
Sika AG      2,563       700,026  
    

 

 

 
     $ 4,228,382  
    

 

 

 
Specialty Stores – 3.2%     
Amazon.com, Inc. (a)(s)      877     $ 2,856,328  
AutoZone, Inc. (a)      205       243,015  
    

 

 

 
     $ 3,099,343  
    

 

 

 
Telecommunications – Wireless – 2.0%

 

 
Advanced Info Service Public Co. Ltd.      70,700     $ 415,327  
KDDI Corp.      18,600       552,299  
SBA Communications Corp., REIT      1,307       368,744  
T-Mobile USA, Inc. (a)      4,641       625,839  
    

 

 

 
     $ 1,962,209  
    

 

 

 
Telephone Services – 0.4%     
Hellenic Telecommunications Organization S.A.      26,684     $ 429,648  
    

 

 

 
Tobacco – 0.6%     
British American Tobacco PLC      8,064     $ 299,940  
Philip Morris International, Inc.      3,607       298,623  
    

 

 

 
     $ 598,563  
    

 

 

 
 

 

8


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MFS Global Research Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued

 

Utilities – Electric Power – 3.8%     
CLP Holdings Ltd.      57,000     $ 527,665  
Iberdrola S.A.      56,609       809,130  
NextEra Energy, Inc.      11,633       897,486  
Orsted A.S.      3,747       764,788  
Southern Co.      10,045       617,064  
    

 

 

 
     $ 3,616,133  
    

 

 

 
Total Common Stocks
(Identified Cost, $65,760,889)
     $ 95,799,650  
    

 

 

 
INVESTMENT COMPANIES (h) – 0.4%

 

 
Money Market Funds – 0.4%     
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $365,105)      365,105     $ 365,105  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – 0.2%
       215,641  
    

 

 

 
NET ASSETS – 100.0%      $ 96,380,396  
    

 

 

 
(a)   Non-income producing security.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $365,105 and $95,799,650, respectively.

 

(s)   Security or a portion of the security was pledged to cover collateral requirements for certain derivative transactions.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt

 

REIT   Real Estate Investment Trust

At December 31, 2020, the fund had cash collateral of $2,591 and other liquid securities with an aggregate value of $571,600 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

 

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MFS Global Research Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $65,760,889)

     $95,799,650  

Investments in affiliated issuers, at value (identified cost, $365,105)

     365,105  

Cash

     1,206  

Deposits with brokers

     2,591  

Receivables for

  

Investments sold

     255,836  

Dividends

     144,643  

Receivable from investment adviser

     11,665  

Other assets

     779  

Total assets

     $96,581,475  

Liabilities

        

Payables for

  

Investments purchased

     $4,361  

Fund shares reacquired

     95,295  

Payable to affiliates

  

Administrative services fee

     125  

Shareholder servicing costs

     10  

Distribution and/or service fees

     105  

Payable for independent Trustees’ compensation

     42  

Deferred country tax expense payable

     38,646  

Accrued expenses and other liabilities

     62,495  

Total liabilities

     $201,079  

Net assets

     $96,380,396  

Net assets consist of

        

Paid-in capital

     $58,698,838  

Total distributable earnings (loss)

     37,681,558  

Net assets

     $96,380,396  

Shares of beneficial interest outstanding

     2,778,617  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $88,675,600        2,555,523        $34.70  

Service Class

     7,704,796        223,094        34.54  

See Notes to Financial Statements

 

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MFS Global Research Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Dividends

     $1,402,429  

Dividends from affiliated issuers

     3,310  

Income on securities loaned

     989  

Other

     322  

Foreign taxes withheld

     (62,291

Total investment income

     $1,344,759  

Expenses

  

Management fee

     $655,438  

Distribution and/or service fees

     16,376  

Shareholder servicing costs

     1,989  

Administrative services fee

     22,400  

Independent Trustees’ compensation

     2,528  

Custodian fee

     37,235  

Shareholder communications

     17,073  

Audit and tax fees

     65,085  

Legal fees

     2,447  

Miscellaneous

     30,459  

Total expenses

     $851,030  

Reduction of expenses by investment adviser

     (91,031

Net expenses

     $759,999  

Net investment income (loss)

     $584,760  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers (net of $3,790 country tax)

     $7,007,326  

Affiliated issuers

     (50

Foreign currency

     486  

Net realized gain (loss)

     $7,007,762  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers (net of $4,177 increase in deferred country tax)

     $6,098,462  

Translation of assets and liabilities in foreign currencies

     4,667  

Net unrealized gain (loss)

     $6,103,129  

Net realized and unrealized gain (loss)

     $13,110,891  

Change in net assets from operations

     $13,695,651  

See Notes to Financial Statements

 

11


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MFS Global Research Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $584,760        $1,156,851  

Net realized gain (loss)

     7,007,762        5,831,269  

Net unrealized gain (loss)

     6,103,129        17,809,192  

Change in net assets from operations

     $13,695,651        $24,797,312  

Total distributions to shareholders

     $(6,967,015      $(8,539,061

Change in net assets from fund share transactions

     $(3,519,648      $(5,951,007

Total change in net assets

     $3,208,988        $10,307,244  

Net assets

                 

At beginning of period

     93,171,408        82,864,164  

At end of period

     $96,380,396        $93,171,408  

See Notes to Financial Statements

 

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MFS Global Research Portfolio

 

FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $32.19          $27.00          $31.74          $25.69          $24.63  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.22          $0.40          $0.32          $0.28          $0.41 (c) 

Net realized and unrealized gain (loss)

       4.87          7.88          (2.82        6.24          0.93  

Total from investment operations

       $5.09          $8.28          $(2.50        $6.52          $1.34  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.42        $(0.34        $(0.33        $(0.47        $(0.28

From net realized gain

       (2.16        (2.75        (1.91                  

Total distributions declared to shareholders

       $(2.58        $(3.09        $(2.24        $(0.47        $(0.28

Net asset value, end of period (x)

       $34.70          $32.19          $27.00          $31.74          $25.69  

Total return (%) (k)(r)(s)(x)

       16.49          31.96          (8.83        25.51          5.44 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.95          0.94          0.93          0.92          0.78 (c) 

Expenses after expense reductions (f)

       0.85          0.85          0.88          0.92          0.77 (c) 

Net investment income (loss)

       0.69          1.29          1.01          0.97          1.64 (c) 

Portfolio turnover

       32          27          22          33          40  

Net assets at end of period (000 omitted)

       $88,676          $87,138          $77,345          $98,434          $91,281  

 

Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $32.06          $26.89          $31.61          $25.59          $24.52  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.13          $0.32          $0.24          $0.21          $0.34 (c) 

Net realized and unrealized gain (loss)

       4.87          7.85          (2.82        6.20          0.94  

Total from investment operations

       $5.00          $8.17          $(2.58        $6.41          $1.28  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.36        $(0.25        $(0.23        $(0.39        $(0.21

From net realized gain

       (2.16        (2.75        (1.91                  

Total distributions declared to shareholders

       $(2.52        $(3.00        $(2.14        $(0.39        $(0.21

Net asset value, end of period (x)

       $34.54          $32.06          $26.89          $31.61          $25.59  

Total return (%) (k)(r)(s)(x)

       16.24          31.62          (9.06        25.17          5.21 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       1.21          1.19          1.18          1.17          1.03 (c) 

Expenses after expense reductions (f)

       1.10          1.10          1.13          1.17          1.02 (c) 

Net investment income (loss)

       0.40          1.06          0.76          0.73          1.39 (c) 

Portfolio turnover

       32          27          22          33          40  

Net assets at end of period (000 omitted)

       $7,705          $6,034          $5,519          $7,312          $7,415  

See Notes to Financial Statements

 

13


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MFS Global Research Portfolio

 

Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)

Per share data is based on average shares outstanding.

 

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(k)

The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)

Certain expenses have been reduced without which performance would have been lower.

 

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

14


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MFS Global Research Portfolio

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS Global Research Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S.

 

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markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

United States

     $58,088,139        $—        $—        $58,088,139  

Switzerland

     3,033,864        1,711,508               4,745,372  

France

     4,584,132                      4,584,132  

China

     2,550,297        1,775,534               4,325,831  

Japan

     3,419,217                      3,419,217  

Hong Kong

            2,639,322               2,639,322  

Germany

     2,552,335                      2,552,335  

Netherlands

     1,993,184                      1,993,184  

Taiwan

            1,990,837               1,990,837  

Other Countries

     7,678,236        3,783,045               11,461,281  
Mutual Funds      365,105                      365,105  
Total      $84,264,509        $11,900,246        $—        $96,164,755  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or

 

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federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals and partnership adjustments.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $1,126,006        $1,089,055  
Long-term capital gains      5,841,009        7,450,006  
Total distributions      $6,967,015        $8,539,061  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $66,292,109  
Gross appreciation      32,172,030  
Gross depreciation      (2,299,384
Net unrealized appreciation (depreciation)      $29,872,646  
Undistributed ordinary income      1,327,630  
Undistributed long-term capital gain      6,275,090  
Other temporary differences      206,192  

 

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Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $6,392,513        $8,002,822  
Service Class      574,502        536,239  
Total      $6,967,015        $8,539,061  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $300 million      0.75%  
In excess of $300 million      0.675%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $9,604, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.85% of average daily net assets for the Initial Class shares and 1.10% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $81,427, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $1,830, which equated to 0.0021% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $159.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0256% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

 

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The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $259,498 and $21,174, respectively. The sales transactions resulted in net realized gains (losses) of $10,826.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $27,549,412 and $37,533,341, respectively.

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     26,914        $846,212        12,717        $387,963  

Service Class

     83,361        2,590,298        9,028        278,092  
     110,275        $3,436,510        21,745        $666,055  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     199,517        $6,392,513        277,010        $8,002,822  

Service Class

     17,998        574,502        18,619        536,239  
     217,515        $6,967,015        295,629        $8,539,061  
Shares reacquired            

Initial Class

     (378,252      $(11,870,001      (447,291      $(13,761,706

Service Class

     (66,439      (2,053,172      (44,709      (1,394,417
     (444,691      $(13,923,173      (492,000      $(15,156,123
Net change            

Initial Class

     (151,821      $(4,631,276      (157,564      $(5,370,921

Service Class

     34,920        1,111,628        (17,062      (580,086
     (116,901      $(3,519,648      (174,626      $(5,951,007

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $464 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $458,273       $18,217,129       $18,310,247       $(50     $—       $365,105  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $3,310       $—  

 

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(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of

MFS Global Research Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Global Research Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of

MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships

During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations

During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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MFS Global Research Portfolio

 

Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Akira Fuse

James Keating

 

 

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MFS Global Research Portfolio

 

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS Global Research Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 4th quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 3rd quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

The Trustees expressed concern to MFS about the substandard investment performance of the Fund. In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year, as to MFS’ efforts to improve the Fund’s performance. In addition, the Trustees requested that they receive a separate update on the Fund’s

 

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MFS Global Research Portfolio

 

Board Review of Investment Advisory Agreement – continued

 

performance at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $300 million. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS Global Research Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $6,426,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 53.31% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO


Table of Contents
Annual Report
December 31, 2020
MFS®  Global Tactical
Allocation Portfolio
MFS® Variable Insurance Trust II
WTS-ANN


Table of Contents
MFS® Global Tactical Allocation Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS Global Tactical Allocation Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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MFS Global Tactical Allocation Portfolio
Portfolio Composition
Portfolio structure
    Tactical Overlay (b)
    Active Security
Selection (a)
Long Short Net Market
Exposure (c)
Fixed Income U.S. 11.5% 41.2% (8.2)% 44.5%
  Emerging Markets 8.6% 0.0% 0.0% 8.6%
  Asia/Pacific ex-Japan 1.3% 5.3% 0.0% 6.6%
  North America ex-U.S. 1.3% 3.5% 0.0% 4.8%
  Supranational 0.7% 0.0% 0.0% 0.7%
  United Kingdom 5.3% 0.0% (5.0)% 0.3%
  Japan 4.3% 0.0% (6.2)% (1.9)%
  Europe ex-U.K. 6.0% 0.0% (8.1)% (2.1)%
  Total 39.0% 50.0% (27.5)% 61.5%
Equity U.S. Large Cap 15.3% 0.0% (1.3)% 14.0%
  Europe ex-U.K. 7.2% 3.7% (4.6)% 6.3%
  United Kingdom 2.1% 3.1% 0.0% 5.2%
  Emerging Markets 2.6% 4.9% (3.4)% 4.1%
  Japan 2.9% 0.0% (0.2)% 2.7%
  North America ex-U.S. 1.4% 0.8% 0.0% 2.2%
  U.S. Small/Mid Cap 2.7% 0.0% (0.5)% 2.2%
  Asia/Pacific ex-Japan 0.7% 4.1% (3.8)% 1.0%
  Total 34.9% 16.6% (13.8)% 37.7%
Real Estate-related Non-U.S. 1.5% 0.0% 0.0% 1.5%
  U.S. 0.4% 0.0% 0.0% 0.4%
  Total 1.9% 0.0% 0.0% 1.9%
Cash Cash & Cash Equivalents (d)       5.9%
  Other (e)       (7.0)%
  Total       (1.1)%
  Total Net Exposure Summary       100.0%
Strategic Allocation Targets & Net
Exposure Ranges
Asset Class Target (w) Ranges (z)
Equities 35% 0 to 70%
Fixed Income, Cash and Cash Equivalents 65% 30 to 100%
Top ten holdings (c)
USD Interest Rate Swap, Receive 0.25% - JUN 2022 29.1%
USD Interest Rate Swap, Receive 1.58% - NOV 2024 12.1%
Australian Bond 10 yr Future - MAR 2021 5.3%
S&P/ASX 200 Index Future - MAR 2021 (3.8)%
U.S. Treasury Note 5 yr Future - MAR 2021 (4.2)%
Euro-Bobl 5 yr Future - MAR 2021 (4.4)%
Long Gilt 10 yr Future – MAR 2021 (5.2)%
USD Interest Rate Swap, Pay 1.7% - NOV 2029 (5.9)%
Japan Government Bond 10 yr Future -  MAR 2021 (6.1)%
Euro-Bund 10 yr Future - MAR 2021 (10.6)%
 
(a) Represents the actively managed portion of the portfolio and for purposes of this presentation, components include the value of securities, less any securities sold short. The bond component will include any accrued interest amounts. This also reflects the equivalent exposure of certain derivative positions. These amounts may be negative from time to time.
(b) Represents the tactical overlay portion of the portfolio which is how the fund manages its exposure to markets and currencies through the use of derivative positions. Percentages reflect the equivalent exposure of those derivative positions.
(c) For purposes of this presentation, the components include the value of securities, less any securities sold short, and reflect the impact of the equivalent exposure of all derivative positions. These amounts may be negative from time to time. The bond component will include any accrued interest amounts.
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MFS Global Tactical Allocation Portfolio
Portfolio Composition - continued
(d) Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
(e) Other includes currency derivatives and/or the offsetting of the leverage produced by the fund’s derivative positions, including payables and/or receivables of the finance leg of interest rate swaps and the unrealized gain or loss in connection with forward currency exchange contracts.
(w) The strategic asset class allocations have been selected for investment over longer time periods. The actual strategic asset class weightings can deviate due to market movements and cash flows.
(z) The fund’s net exposures to the asset classes referenced will normally fall within these ranges after taking into account the tactical overlay.
Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The value of derivatives may be different.
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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MFS Global Tactical Allocation Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Global Tactical Allocation Portfolio (fund) provided a total return of 6.23%, while Service Class shares of the fund provided a total return of 5.99%. These compare with a return of 9.20% over the same period for the fund’s benchmark, the Bloomberg Barclays Global Aggregate Index. The fund’s other benchmarks, the MSCI World Index (net div) and the MFS Global Tactical Allocation Blended Index (“Blended Index”), generated total returns of 15.90% and 10.22%, respectively. The Blended Index reflects the blended returns of equity and fixed income indices, with percentage allocations to each index designed to resemble the strategic allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.
The fund’s investment objective is to seek total return. MFS seeks to achieve the fund’s objective by generating returns from a combination of (1) individual security selection of a combination of debt instruments and equity securities and (2) a tactical asset allocation overlay primarily using derivative instruments to manage the fund’s exposure to asset classes (e.g. equity and fixed income), markets (e.g. U.S. and foreign countries), and currencies (e.g. U.S. dollar and Japanese yen). Derivatives include futures, forward contracts, options, swaps, and certain complex structured securities.
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Detractors from Performance
Within the equity portion of the fund, stock selection and, to a lesser extent, the fund's underweight positions in both the information technology and consumer discretionary sectors held back performance relative to the MSCI World Index. Within the information technology sector, not owning shares of strong-performing computer and personal electronics maker Apple and computer graphics processor maker NVIDIA, an underweight position in software giant Microsoft, and an overweight position in semiconductor company Intel, detracted from relative returns. Within the consumer discretionary sector, not owning shares of internet retailer Amazon.com and electric vehicle manufacturer Tesla, and an overweight position in food catering company Compass Group (United Kingdom), also weakened relative results.
Security selection within both the communication services and health care sectors weighed on relative performance. There were no individual stocks within the communicationservices sector, either in the fund or in the benchmark, that were among the fund's largest relative detractors during the period. Within the health care sector, an overweight position in life sciences company Bayer (Germany) held back relative returns.
Stocks in other sectors that were among the fund's top relative detractors included its overweight positions in integrated energy company Suncor Energy (Canada) and airline operator Air Canada(h) (Canada).
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MFS Global Tactical Allocation Portfolio
Management Review - continued
Within the fixed income portion of the fund, currency positioning held back performance relative to the Bloomberg Barclays Global Aggregate Index. The fund's lesser exposure to both the Australian dollar and Chinese yuan weighed on relative results. Yield curve(y) positioning, particularly along the Korean and Chinese curves, further weakened relative returns.
Within the fund’s tactical overlay, a long exposure to the United Kingdom, Italy, France and Sweden equity markets, via equity index futures, detracted from relative performance. A short exposure to the fixed income market of Canada in the first quarter, via fixed income index futures, also held back relative results. From a currency perspective, the fund's short exposures to the New Zealand dollar, Swiss franc and euro via forward foreign currency exchange contracts weighed on relative returns.
Contributors to Performance
Within the equity portion of the fund, stock selection within the industrials sector contributed to performance relative to the MSCI World Index, led by the fund's overweight positions in strong-performing electrical distribution equipment manufacturer Schneider Electric (France) and diversified industrial manufacturer Eaton (Ireland). Not owning shares of weak-performing aerospace company Boeing also aided relative performance.
Stocks in other sectors that were among the fund's top relative contributors included its holdings of semiconductor manufacturer Taiwan Semiconductor(b) (Taiwan) and microchip and electronics manufacturer Samsung Electronics(b) (South Korea). Not owning shares of global energy and petrochemicals company Royal Dutch Shell (United Kingdom) and telecommunication services provider AT&T also benefited the fund's relative performance. Additionally, an overweight position in research and consulting firm Nomura Research Institute (Japan), the timing of the fund's ownership in shares of financial services firm Bank of America, and an underweight position in integrated oil and gas company Exxon Mobil(h) also supported relative returns.
Within the fixed income portion of the fund, a shorter duration(d) stance to the euro yield curve supported returns relative to the Bloomberg Barclays Global Aggregate Index. From a sector perspective, the fund’s overweight exposures to both the industrials and financial institutions sectors, coupled with strong security selection within these sectors, also contributed to relative results. Additionally, the fund’s exposure to credit options, particularly to the Markit iTraxx Crossover Index Option(h) within the Europe/UK region, was a key contributor to relative performance as bond spreads widened in March. From a credit quality perspective, the fund's overweight exposure to “BBB” rated(r) bonds, combined with favorable security selection within this credit quality segment, aided relative performance. Positive security selection within both the “AA” and “AAA” rated credit quality segments further benefited the fund's relative returns.
Within the fund’s tactical overlay, a long exposure to emerging equity markets, via equity index futures, helped absolute returns, most notably the fund's long exposure to Brazil and short exposure to South Africa. The fund's long exposure at the beginning of the calendar year to the fixed income markets, via fixed income index futures, of the United States also helped. From a currency perspective, the fund's long exposure to the Swedish krone, via forward foreign currency exchange contracts, benefited the fund.
Respectfully,
Portfolio Manager(s)
Pilar Gomez-Bravo, Steven Gorham, Andy Li, Vipin Narula, Benjamin Nastou, Henry Peabody, Robert Persons, Jonathan Sage, Natalie Shapiro, Robert Spector, and Erik Weisman
Note to Contract Owners: Effective December 31, 2020, Nevin Chitkara is no longer a Portfolio Manager of the fund. Effective January 1, 2021, Johnathan Munko was added as a Portfolio Manager of the fund. Effective June 30, 2021, Robert Persons will no longer be a Portfolio Manager of the fund. Effective September 30, 2022, Vipin Narula will no longer be a Portfolio Manager of the fund.
Effective March 31, 2021, the investment strategies for the fixed income portion of the fund will change to expand the fund's ability to invest in below investment grade quality securities. Please see the fund's prospectus for details.
(b) Security is not a benchmark constituent.
(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.
(h) Security was not held in the portfolio at period end.
(r) Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody's Investors Service, Standard & Poor's, and Fitch, Inc. and are applied using the following hierarchy: If all three
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MFS Global Tactical Allocation Portfolio
Management Review - continued
agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 Rating Agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities that are not rated by any of the rating agencies, the security is considered Not Rated.
(y) A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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MFS Global Tactical Allocation Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 11/07/94 6.23% 6.48% 5.40%
Service Class 8/24/01 5.99% 6.21% 5.14%
Comparative benchmark(s)
Bloomberg Barclays Global Aggregate Index (f) 9.20% 4.79% 2.83%
MFS Global Tactical Allocation Blended Index (f)(w) 10.22% 7.44% 6.23%
Bloomberg Barclays Global Aggregate Index (USD Hedged) (f) 5.58% 4.49% 4.18%
MSCI World Index (net div) (f) 15.90% 12.19% 9.87%
(f) Source: FactSet Research Systems Inc.
(w) As of December 31, 2020, MFS Global Tactical Allocation Blended Index (a custom index) was comprised of 35% MSCI World Index (net div), 54% Bloomberg Barclays Global Aggregate Index (USD Hedged), and 11% Bloomberg Barclays Global Aggregate Index.
Benchmark Definition(s)
Bloomberg Barclays Global Aggregate Index(a) - provides a broad-based measure of the global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities.
Bloomberg Barclays Global Aggregate Index(a) (USD Hedged) - provides a broad-based measure of the currency-hedged performance of global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities.
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MFS Global Tactical Allocation Portfolio
Performance Summary – continued
MSCI World Index(e) (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the global developed markets.
It is not possible to invest directly in an index.
(a) BLOOMBERG ® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg's licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.
(e) Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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MFS Global Tactical Allocation Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.83% $1,000.00 $1,102.60 $4.39
Hypothetical (h) 0.83% $1,000.00 $1,020.96 $4.22
Service Class Actual 1.08% $1,000.00 $1,100.87 $5.70
Hypothetical (h) 1.08% $1,000.00 $1,019.71 $5.48
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
Notes to Expense Table
Expense ratios include 0.02% of interest expense on uncovered collateral or margin obligations with the broker (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
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MFS Global Tactical Allocation Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Bonds – 58.6%
Aerospace – 0.3%
Huntington Ingalls Industries, Inc., 3.844%, 5/01/2025    $ 254,000 $     282,449
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027      350,000      392,180
L3Harris Technologies, Inc., 3.85%, 6/15/2023      475,000      513,039
Lockheed Martin Corp., 2.8%, 6/15/2050      594,000      641,040
           $1,828,708
Asset-Backed & Securitized – 1.1%
Arbor Realty Trust, Inc., CLO, 2019-FL2, “AS” FLR, 1.608% (LIBOR - 1mo. + 1.45%), 9/15/2034 (n)   $ 600,000 $     593,276
Barclays Commercial Mortgage Securities LLC, 2020-C7, “XA”, 1.631%, 4/15/2053 (i)     998,270      109,960
Business Jet Securities LLC, 2020-1A, “A”, 2.981%, 11/15/2035 (n)     323,273      327,835
Capital Automotive, 2020-1A, “A4”, REIT, 3.19%, 2/15/2050 (n)     261,849      269,837
CF Hippolyta Issuer LLC, 2020-1, “A1”, 1.69%, 7/15/2060 (n)     209,290      213,112
Commercial Mortgage Pass-Through Certificates, 2020-BN28, “A4”, 1.844%, 3/15/2063      237,641      243,028
Commercial Mortgage Pass-Through Certificates, 2020-BN29, “A4”, 1.997%, 11/15/2053      1,033,946    1,067,837
Fort CRE LLC, 2018-1A, “A1”, FLR, 1.495% (LIBOR - 1mo. + 1.35%), 11/16/2035 (n)     584,500      579,895
KKR Real Estate Financial Trust, Inc., 2018-FL1, “A”, FLR, 1.252% (LIBOR - 1mo. + 1.1%), 6/15/2036 (n)     773,500      772,078
MF1 CLO Ltd., 2019-FL2, “A”, FLR, 1.278% (LIBOR - 1mo. + 1.13%), 12/25/2034 (n)     524,000      519,109
MF1 CLO Ltd., 2020-FL3, “AS”, FLR, 3.008% (LIBOR - 1mo. + 2.85%), 7/15/2035 (z)     357,000      360,781
Morgan Stanley Capital I Trust, 2017-H1, “A5”, 3.53%, 6/15/2050      659,762      748,226
Wells Fargo Commercial Mortgage Trust, 2020-C58, “A4”, 2.092%, 7/15/2053      418,000      434,915
           $6,239,889
Issuer     Shares/Par Value ($)
Bonds – continued
Automotive – 1.1%
Daimler AG, 0.75%, 9/10/2030    EUR 225,000 $     285,473
Delphi Automotive PLC, 1.5%, 3/10/2025      550,000      707,525
Ferrari N.V., 1.5%, 5/27/2025      560,000      703,970
General Motors Financial Co., Inc., 2.35%, 9/03/2025    GBP 500,000      711,318
Hyundai Capital America, 6.375%, 4/08/2030 (n)   $ 1,184,000    1,556,965
Lear Corp., 3.8%, 9/15/2027      361,000      404,824
Volkswagen International Finance N.V., 0.875%, 9/22/2028    EUR 200,000      252,647
Volkswagen International Finance N.V., 3.5% to 3/20/2030, FLR (EUR Swap Rate - 15yr. + 3.06%) to 3/20/2050, FLR (EUR Swap Rate - 15yr. + 3.81%) to 3/20/2065      550,000      709,030
Volkswagen International Finance N.V., 3.5% to 6/17/2025, FLR (EUR Swap Rate - 5yr. + 3.746%) to 6/17/2030, FLR (EUR Swap Rate - 5yr. + 3.996%) to 6/17/2045, FLR (EUR Swap Rate - 5yr. + 4.746%) to 6/17/2070      600,000      772,022
           $6,103,774
Broadcasting – 0.4%
Discovery, Inc., 4.125%, 5/15/2029    $ 664,000 $     774,718
MMS USA Financing, Inc., 1.75%, 6/13/2031    EUR 300,000      398,543
Prosus N.V., 1.539%, 8/03/2028      300,000      377,688
Prosus N.V., 3.68%, 1/21/2030 (n)   $ 200,000      217,521
Walt Disney Co., 3.5%, 5/13/2040      347,000      407,331
           $2,175,801
Brokerage & Asset Managers – 0.5%
Deutsche Boerse AG, 1.25% to 6/17/2027, FLR (EUR Swap Rate - 5yr. + 1.681%) to 6/16/2047    EUR 100,000 $     125,219
E*TRADE Financial Corp., 2.95%, 8/24/2022    $ 314,000      326,115
Euroclear Investments S.A., 2.625% to 4/11/2028, FLR (EUR Swap Rate - 5yr. + 1.659%) to  4/11/2048    EUR 300,000      407,543
Intercontinental Exchange, Inc., 3%, 9/15/2060    $ 557,000      581,485
Low Income Investment Fund, 3.386%, 7/01/2026      150,000      159,815
Low Income Investment Fund, 3.711%, 7/01/2029      400,000      434,952
 
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MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Brokerage & Asset Managers – continued
Raymond James Financial, 4.65%, 4/01/2030    $ 541,000 $     663,284
           $2,698,413
Building – 0.3%
Holcim Finance (Luxembourg) S.A., 0.5%, 4/23/2031    EUR 275,000 $     337,006
Masco Corp., 2%, 10/01/2030    $ 685,000      697,015
Vulcan Materials Co., 3.5%, 6/01/2030      453,000      520,046
           $1,554,067
Business Services – 0.6%
Euronet Worldwide, Inc., 1.375%, 5/22/2026    EUR 800,000 $     970,835
Fidelity National Information Services, Inc., 3.875%, 6/05/2024    $ 144,000      158,540
Fidelity National Information Services, Inc., 3%, 8/15/2026      658,000      732,717
Fiserv, Inc., 4.4%, 7/01/2049      254,000      339,639
NXP Semiconductors N.V., 3.4%, 5/01/2030 (n)     813,000      921,470
Verisk Analytics, Inc., 4%, 6/15/2025      475,000      537,980
           $3,661,181
Cable TV – 0.6%
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 6.384%, 10/23/2035    $ 262,000 $     358,709
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.8%, 3/01/2050      267,000      318,580
Comcast Corp., 3.75%, 4/01/2040      485,000      582,749
Cox Communications, Inc., 3.25%, 12/15/2022 (n)     393,000      413,934
Eutelsat S.A., 2.25%, 7/13/2027    EUR 600,000      792,829
Eutelsat S.A., 1.5%, 10/13/2028      300,000      372,255
SES S.A., 1.625%, 3/22/2026      250,000      324,644
SES S.A., 2%, 7/02/2028      253,000      332,435
           $3,496,135
Chemicals – 0.2%
LYB International Finance III, LLC, 4.2%, 5/01/2050    $ 371,000 $     431,601
Sasol Financing (USA) LLC, 6.5%, 9/27/2028      300,000      324,900
Sherwin-Williams Co., 3.8%, 8/15/2049      200,000      240,648
             $997,149
Issuer     Shares/Par Value ($)
Bonds – continued
Computer Software – 0.3%
Dell International LLC/EMC Corp., 4.9%, 10/01/2026 (n)   $ 634,000 $     748,472
Microsoft Corp., 4.1%, 2/06/2037      455,000      596,454
Microsoft Corp., 2.525%, 6/01/2050      279,000      293,625
           $1,638,551
Computer Software - Systems – 0.3%
Apple, Inc., 4.5%, 2/23/2036    $ 947,000 $   1,273,460
Capgemini SE, 2%, 4/15/2029    EUR 200,000      277,140
Capgemini SE, 1.125%, 6/23/2030      200,000      259,627
           $1,810,227
Conglomerates – 0.2%
Carrier Global Corp., 3.577%, 4/05/2050    $ 311,000 $     344,829
General Electric Co., 0.875%, 5/17/2025    EUR 225,000      282,816
Roper Technologies, Inc., 2%, 6/30/2030    $ 566,000      578,194
           $1,205,839
Consumer Products – 0.3%
LVMH Moet Hennessy Louis Vuitton SE, 0.375%, 2/11/2031    EUR 100,000 $     124,789
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/2023 (n)   $ 577,000      621,176
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n)     425,000      474,759
Reckitt Benckiser Treasury Services PLC, 1.75%, 5/19/2032    GBP 172,000      255,286
           $1,476,010
Consumer Services – 0.5%
Booking Holdings, Inc., 4.5%, 4/13/2027    $ 347,000 $     413,624
Experian Finance PLC, 4.25%, 2/01/2029 (n)     692,000      832,731
G4S International Finance PLC, 1.875%, 5/24/2025    EUR 525,000      641,970
Mastercard, Inc., 3.85%, 3/26/2050    $ 277,000      357,107
Visa, Inc., 3.65%, 9/15/2047      320,000      400,362
           $2,645,794
Containers – 0.1%
DS Smith PLC, 0.875%, 9/12/2026    EUR 300,000 $     373,557
Electronics – 0.3%
ASML Holding N.V., 0.625%, 5/07/2029    EUR 106,000 $     135,847
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027    $ 366,000      411,248
Broadcom, Inc., 4.25%, 4/15/2026      185,000      211,916
 
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Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Electronics – continued
Broadcom, Inc., 4.15%, 11/15/2030    $ 240,000 $     277,432
Infineon Technologies AG, 1.625%, 6/24/2029    EUR 500,000      666,554
           $1,702,997
Emerging Market Quasi-Sovereign – 3.4%
CEZ A.S. (Czech Republic), 0.875%, 12/02/2026    EUR 500,000 $     624,776
China Construction Bank Corp., Hong Kong Branch, 1.25%, 8/04/2025    $ 900,000      899,916
China Development Bank, 3.45%, 9/20/2029    CNY 79,310,000 11,965,262
Export-Import Bank of India, 3.375%, 8/05/2026    $ 600,000      648,434
Export-Import Bank of India, 3.875%, 2/01/2028      600,000      660,164
MDGH - GMTN B.V. (United Arab Emirates), 2.5%, 11/07/2024      398,000      420,368
PT Pertamina (Persero) (Republic of Indonesia), 3.65%, 7/30/2029      550,000      611,875
PT Pertamina (Persero) (Republic of Indonesia), 6%, 5/03/2042 (n)     2,084,000    2,662,444
State Grid Overseas Investment (2016) Ltd. (People's Republic of China), 3.5%, 5/04/2027      1,007,000    1,117,477
        $19,610,716
Emerging Market Sovereign – 3.4%
Oriental Republic of Uruguay, 4.375%, 1/23/2031    $ 1,309,000 $   1,605,161
Republic of Croatia, 1.125%, 6/19/2029    EUR 758,000      972,987
Republic of Croatia, 1.5%, 6/17/2031      2,139,000    2,858,089
Republic of India, 5.77%, 8/03/2030    INR 129,300,000    1,753,139
Republic of Indonesia, 7%, 9/15/2030    IDR 27,830,000,000    2,144,197
Republic of Korea, 1.875%, 6/10/2029    KRW 1,601,000,000    1,494,812
Republic of Peru, 2.392%, 1/23/2026    $ 74,000       78,922
State of Qatar, 4%, 3/14/2029 (n)     462,000      547,470
State of Qatar, 4.4%, 4/16/2050      200,000      260,550
United Mexican States, 5.75%, 3/05/2026    MXN 40,500,000    2,126,873
United Mexican States, 7.5%, 6/03/2027      88,000,000    5,031,781
United Mexican States, 2.659%, 5/24/2031    $ 372,000      380,761
United Mexican States, 3.771%, 5/24/2061      534,000      556,161
        $19,810,903
Issuer     Shares/Par Value ($)
Bonds – continued
Energy - Independent – 0.6%
Noble Energy, Inc., 4.2%, 10/15/2049    $ 632,000 $     818,456
Tengizchevroil Finance Co. International Ltd., 4%, 8/15/2026 (n)     2,260,000    2,509,495
           $3,327,951
Energy - Integrated – 0.4%
BP Capital Markets B.V., 0.933%, 12/04/2040    EUR 191,000 $     234,469
Eni S.p.A., 4.25%, 5/09/2029 (n)   $ 321,000      380,085
Eni S.p.A., 2.625% to 1/13/2026, FLR (EUR Swap Rate - 5yr. + 3.167%) to 1/13/2031, FLR (EUR Swap Rate - 5yr. + 3.417%) to 1/13/2046, FLR (EUR Swap Rate - 5yr. + 4.167%) to 10/13/2070    EUR 119,000      151,664
Exxon Mobil Corp., 1.408%, 6/26/2039      450,000      576,077
Galp Energia SGPS S.A., 2%, 1/15/2026      300,000      377,600
OMV AG, 0.75%, 6/16/2030      193,000      247,166
OMV AG, 2.5% to 9/01/2026, FLR (EUR Swap Rate - 5yr. + 2.82%) to 9/01/2030, FLR (EUR Swap Rate - 5yr. + 3.82%) to 9/01/2070      200,000      253,805
           $2,220,866
Financial Institutions – 1.1%
Air Lease Corp., 3.125%, 12/01/2030    $ 550,000 $     571,525
Avolon Holdings Funding Ltd., 4.25%, 4/15/2026 (n)     263,000      283,284
Avolon Holdings Funding Ltd., 4.375%, 5/01/2026 (n)     266,000      288,080
CTP B.V., 2.125%, 10/01/2025    EUR 713,000      920,588
EXOR N.V., 2.25%, 4/29/2030      725,000      973,614
GE Capital International Funding Co., 3.373%, 11/15/2025    $ 959,000    1,067,122
Grand City Properties S.A., 1.375%, 8/03/2026    EUR 700,000      908,937
Grand City Properties S.A., 1.5% to 6/9/2026, FLR (EUR Swap Rate - 5yr. + 2.184%) to 6/9/2031, FLR (EUR Swap Rate - 5yr. + 2.434%) to 6/9/2046, FLR (EUR Swap Rate - 5yr. + 3.184%) to 4/24/2068      300,000      360,998
Grand City Properties S.A., 2.5% to 10/24/2023, FLR (EUR Swap Rate - 5yr. + 2.432%) to 10/24/2028, FLR (EUR Swap Rate - 5yr. + 2.682%) to 10/24/2043, FLR (EUR Swap Rate - 5yr. + 3.432%) to 12/09/2070      300,000      376,574
 
12


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Financial Institutions – continued
SBB Treasury Oyj, 0.75%, 12/14/2028    EUR 352,000 $     424,801
           $6,175,523
Food & Beverages – 0.5%
Anheuser-Busch InBev S.A., 1.65%, 3/28/2031    EUR 300,000 $     411,703
Anheuser-Busch InBev Worldwide, Inc., 4.375%, 4/15/2038    $ 206,000      254,760
Anheuser-Busch InBev Worldwide, Inc., 5.55%, 1/23/2049      222,000      315,085
Bacardi Ltd., 5.15%, 5/15/2038 (n)     335,000      428,050
Constellation Brands, Inc., 4.4%, 11/15/2025      481,000      558,391
Constellation Brands, Inc., 3.15%, 8/01/2029      527,000      586,605
Diageo Finance PLC, 1.875%, 3/27/2027    EUR 150,000      204,072
           $2,758,666
Forest & Paper Products – 0.1%
Mondi Finance Europe GmbH, 2.375%, 4/01/2028    EUR 400,000 $     559,949
Gaming & Lodging – 0.0%
Las Vegas Sands Corp., 3.9%, 8/08/2029    $ 171,000 $     183,813
Industrial – 0.4%
CPI Property Group S.A., 2.75%, 5/12/2026    EUR 470,000 $     622,855
CPI Property Group S.A., 2.75%, 1/22/2028    GBP 250,000      351,735
Grainger PLC, 3%, 7/03/2030      159,000      236,732
Investor AB, 0.375%, 10/29/2035    EUR 150,000      183,471
Investor AB, 1.5%, 6/20/2039      160,000      232,550
Trustees of the University of Pennsylvania, 2.396%, 10/01/2050    $ 845,000      860,161
           $2,487,504
Insurance – 0.7%
Aflac, Inc., 3.6%, 4/01/2030    $ 539,000 $     634,085
Argentum Zurich Insurance, 3.5% to 10/01/2026, FLR (EURIBOR - 3mo. + 3.95%) to 10/01/2046    EUR 400,000      563,543
Aviva PLC, 3.875% to 7/03/2024, FLR (EUR Swap Rate - 5yr. + 3.48%) to 7/03/2044      350,000      474,111
Aviva PLC, 4% to 6/03/2035, FLR (GBP Government Yield - 5yr. + 4.7%) to 6/03/2055    GBP 475,000      750,031
CNP Assurances S.A., 2% to 7/27/2030, FLR (EURIBOR - 3mo. + 3%) to 7/27/2050    EUR 300,000      388,288
Issuer     Shares/Par Value ($)
Bonds – continued
Insurance – continued
Credit Agricole Assurances S.A., 2%, 7/17/2030    EUR 200,000 $     261,378
Munich Re Group, 1.25% to 5/26/2031, FLR (EURIBOR - 3mo. + 2.55%) to 5/26/2041      200,000      253,137
Zurich Finance (Ireland) DAC, 1.875% to 9/17/2030, FLR (EURIBOR - 3mo. + 2.95%) to 9/17/2050      486,000      632,606
           $3,957,179
Insurance - Property & Casualty – 0.6%
Berkshire Hathaway, Inc., 2.75%, 3/15/2023    $ 496,000 $     520,853
Berkshire Hathaway, Inc., 4.5%, 2/11/2043      355,000      487,489
Fairfax Financial Holdings Ltd., 4.625%, 4/29/2030      454,000      507,727
Hartford Financial Services Group, Inc., 3.6%, 8/19/2049      374,000      438,081
Progressive Corp., 4.125%, 4/15/2047      421,000      551,332
QBE Capital Funding III Ltd., 7.5% to 5/24/2021, FLR (GBP Swap Rate - 10yr. + 4.003%) to 5/24/2041    GBP 400,000      554,297
Willis North America, Inc., 3.875%, 9/15/2049    $ 465,000      565,971
           $3,625,750
International Market Quasi-Sovereign – 0.9%
BNG Bank N.V. (Kingdom of the Netherlands), 0.875%, 10/24/2036    EUR 1,300,000 $   1,800,401
Deutsche Bahn Finance GmbH (Federal Republic of Germany), 0.875%, 6/23/2039      188,000      248,434
Deutsche Bahn Finance GmbH (Federal Republic of Germany), 1.375%, 4/16/2040      117,000      168,259
Deutsche Bahn Finance GmbH (Federal Republic of Germany), 0.625%, 12/08/2050      175,000      214,496
Electricite de France S.A., 5.875% to 1/22/2029, FLR (GBP Swap Rate - 15yr. + 3.046%) to 1/22/2049, FLR (GBP Swap Rate - 15yr. + 3.796%) to 1/22/2064    GBP 400,000      634,110
Electricite de France S.A., 2.875% to 3/15/2027, FLR (EUR Swap Rate - 5yr. + 3.373%) to 3/15/2031, FLR (EUR Swap Rate - 5yr. + 3.623%) to 3/15/2047, FLR (EUR Swap Rate - 5yr. + 4.373%) to  9/15/2070    EUR 600,000      769,640
Islandsbanki (Republic of Iceland), 1.125% to 1/19/2023, FLR (EUR Swap Rate - 1yr. + 0.75%) to  1/19/2024      330,000      407,136
 
13


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
International Market Quasi-Sovereign – continued
La Banque Postale S.A. (Republic of France), 0.5% to 6/17/2025, FLR (EURIBOR - 3mo. + 0.88%) to 6/17/2026    EUR 300,000 $     372,101
La Banque Postale S.A. (Republic of France), 0.875% to 1/26/2026, FLR (EUR Swap Rate - 5yr. + 1.38%) to 1/26/2031      300,000      369,818
Ontario Teachers' Finance Trust, 0.5%, 5/06/2025      300,000      378,360
           $5,362,755
International Market Sovereign – 15.3%
Belgium Kingdom, 1.45%, 6/22/2037    EUR 1,306,000 $   1,980,680
Commonwealth of Australia, 3.25%, 6/21/2039    AUD 282,000      274,656
Commonwealth of Australia, 1.75%, 6/21/2051      4,030,000    2,956,439
Federal Republic of Germany, 1.25%, 8/15/2048    EUR 2,221,000    3,821,667
Government of Bermuda, 2.375%, 8/20/2030 (n)   $ 220,000      230,725
Government of Canada, 1.25%, 6/01/2030    CAD 2,197,000    1,816,836
Government of France, 0.75%, 5/25/2052 (n)   EUR 1,075,545    1,463,729
Government of Japan, 1.7%, 3/20/2032    JPY 748,400,000    8,551,062
Government of Japan, 2.4%, 3/20/2037      22,200,000      286,855
Government of Japan, 2.3%, 3/20/2040      577,450,000    7,567,053
Government of Japan, 1.8%, 9/20/2043      363,000,000    4,521,267
Government of Japan, 0.6%, 9/20/2050      133,000,000    1,272,629
Government of Japan, 0.5%, 3/20/2060      161,000,000    1,465,505
Government of New Zealand, 2.75%, 4/15/2037    NZD 962,000      813,854
Kingdom of Spain, 1.25%, 10/31/2030 (n)   EUR 1,425,000    1,945,048
Kingdom of Spain, 1.85%, 7/30/2035      1,644,000    2,431,256
Kingdom of Spain, 1.2%, 10/31/2040 (n)     730,000      987,412
Kingdom of Sweden, 0.125%, 5/12/2031 (n)   SEK 7,810,000      957,381
Republic of France, 1.5%, 5/25/2050    EUR 2,774,000    4,513,945
Republic of Iceland, 0.625%, 6/03/2026      160,000      201,147
Republic of Iceland, 5%, 11/15/2028    ISK 383,237,000    3,420,581
Republic of Italy, 0.95%, 8/01/2030    EUR 6,736,000    8,600,592
Republic of Italy, 1.45%, 3/01/2036      4,022,000    5,275,625
Issuer     Shares/Par Value ($)
Bonds – continued
International Market Sovereign – continued
Republic of Portugal, 0.9%, 10/12/2035 (n)   EUR 2,900,000 $   3,796,491
United Kingdom Treasury, 0.875%, 10/22/2029    GBP 3,885,000    5,651,054
United Kingdom Treasury, 1.75%, 9/07/2037      6,625,000 10,748,216
United Kingdom Treasury, 1.75%, 1/22/2049      1,509,000    2,596,328
        $88,148,033
Leisure & Toys – 0.0%
Ubisoft Entertainment S.A., 0.878%, 11/24/2027    EUR 200,000 $     245,113
Local Authorities – 0.5%
Province of Alberta, 4.5%, 12/01/2040    CAD 665,000 $     721,579
Province of British Columbia, 2.2%, 6/18/2030      1,290,000    1,102,201
Province of British Columbia, 2.95%, 6/18/2050      300,000      288,112
Province of Ontario, 4.7%, 6/02/2037      497,000      551,295
           $2,663,187
Machinery & Tools – 0.1%
CNH Industrial Capital LLC, 1.875%, 1/15/2026    $ 611,000 $     639,722
Major Banks – 2.8%
Australia and New Zealand Banking Group Ltd., 2.57%, 11/25/2035 (n)   $ 528,000 $     538,338
Bank of America Corp., 2.625%, 4/19/2021      787,000      792,501
Bank of America Corp., 3.5%, 4/19/2026      1,079,000    1,222,574
Bank of America Corp., 3.419% to 12/20/2027, FLR (LIBOR - 3mo. + 1.04%) to 12/20/2028      279,000      315,452
Bankinter S.A., 0.875%, 7/08/2026    EUR 200,000      251,734
CaixaBank S.A., 0.375% to 11/18/2025, FLR (EURIBOR - 3mo. + 0.85%) to 11/18/2026      200,000      245,136
CaixaBank S.A., 2.75% to 7/14/2023, FLR (EUR Swap Rate - 5yr. + 2.35%) to 7/14/2028      500,000      638,560
Credit Agricole S.A., 1% to 4/22/2025, FLR (EURIBOR - 3mo. + 1.25%) to 4/22/2026      200,000      254,025
Credit Agricole S.A., 1.625% to 6/05/2025, FLR (EUR Swap Rate - 5yr. + 1.9%) to 6/05/2030      200,000      254,816
Credit Agricole S.A., 4% to 6/23/2028, FLR (EUR Swap Rate - 5yr. + 4.37%) to 10/14/2070      500,000      660,455
 
14


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Major Banks – continued
Credit Suisse Group AG, 1.25% to 7/17/2024, FLR (EUR Swap Rate - 1yr. + 0.75%) to  7/17/2025    EUR 270,000 $     343,151
Erste Group Bank AG, 0.875%, 5/13/2027      200,000      257,350
Erste Group Bank AG, 1% to 6/10/2025, FLR (EUR ICE Swap Rate - 5yr. + 1.3%) to 6/10/2030      400,000      492,529
Erste Group Bank AG, 1.625% to 9/08/2026, FLR (EUR ICE Swap Rate - 5yr. + 2.1%) to 9/08/2031      100,000      127,348
HSBC Holdings PLC, 2.099% to 6/04/2025, FLR (SOFR + 1.929%) to 6/04/2026    $ 535,000      555,828
HSBC Holdings PLC, 4.375%, 11/23/2026      1,304,000    1,504,289
HSBC Holdings PLC, 6%, 5/22/2067      700,000      762,125
JPMorgan Chase & Co., 2.95%, 10/01/2026      1,407,000    1,560,602
JPMorgan Chase & Co., 3.54%, 5/01/2028      605,000      691,250
Mitsubishi UFJ Financial Group, Inc., 1.412%, 7/17/2025      808,000      829,911
Morgan Stanley, 3.622% to 4/01/2030, FLR (SOFR + 3.12%) to 4/01/2031      276,000      320,507
Nationwide Building Society, 1.5% to 3/08/2025, FLR (EURIBOR - 3mo. + 0.93%) to 3/08/2026    EUR 450,000      581,830
Svenska Handelsbanken AB, 0.5%, 2/18/2030      330,000      414,487
Svenska Handelsbanken AB, 5.25% to 3/01/2021, FLR (Swap Rate - 5yr. + 3.335%) to 12/29/2049    $ 606,000      607,515
UBS Group Funding (Switzerland) AG, 2.859%, 8/15/2023 (n)     300,000      310,992
UniCredit S.p.A., 1.25% to 6/16/2025, FLR (EURIBOR - 3mo. + 1.6%) to 6/16/2026    EUR 347,000      439,720
UniCredit S.p.A., 2.2% to 7/22/2026, FLR (EURIBOR - 3mo. + 2.55%) to 7/22/2027      537,000      695,924
Wells Fargo & Co., 3.9%, 5/01/2045    $ 407,000      507,913
        $16,176,862
Medical & Health Technology & Services – 0.7%
Alcon, Inc., 3.8%, 9/23/2049 (n)   $ 200,000 $     235,532
BayCare Health System, Inc., 3.831%, 11/15/2050      634,000      791,272
Cigna Corp., 4.125%, 11/15/2025      430,000      495,210
HCA, Inc., 5.125%, 6/15/2039      195,000      249,215
Issuer     Shares/Par Value ($)
Bonds – continued
Medical & Health Technology & Services – continued
Laboratory Corp. of America Holdings, 3.6%, 2/01/2025    $ 550,000 $     607,622
Memorial Sloan-Kettering Cancer Center, 2.955%, 1/01/2050      350,000      371,721
New York Society for the Relief of the Ruptured & Crippled, 2.667%, 10/01/2050      650,000      626,919
ProMedica Toledo Hospital, “B”, AGM, 6.015%, 11/15/2048      309,000      454,036
           $3,831,527
Medical Equipment – 0.2%
Abbott Ireland Financing DAC, 1.5%, 9/27/2026    EUR 350,000 $     464,305
Boston Scientific Corp., 0.625%, 12/01/2027      150,000      184,981
DH Europe Finance II S.à r.l., 0.45%, 3/18/2028      250,000      310,953
             $960,239
Metals & Mining – 0.1%
Anglo American Capital PLC, 5.625%, 4/01/2030 (n)   $ 326,000 $     414,965
Glencore Capital Finance DAC, 1.125%, 3/10/2028    EUR 375,000      468,501
             $883,466
Midstream – 0.4%
Enterprise Products Partners LP, 3.125%, 7/31/2029    $ 446,000 $     494,146
MPLX LP, 4.5%, 4/15/2038      359,000      410,146
Plains All American Pipeline LP/PAA Finance Corp., 3.55%, 12/15/2029      341,000      356,680
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028      730,000      837,569
Sabine Pass Liquefaction LLC, 4.5%, 5/15/2030 (n)     335,000      396,871
           $2,495,412
Mortgage-Backed – 6.5%  
Fannie Mae, 4.5%, 7/01/2023-2/01/2046    $ 4,874,265 $   5,440,396
Fannie Mae, 5%, 3/01/2036-8/01/2040      1,524,519    1,771,736
Fannie Mae, 5.5%, 11/01/2036-4/01/2037      123,971      145,633
Fannie Mae, 6%, 9/01/2037-6/01/2038      185,244      216,510
Fannie Mae, 4%, 11/01/2040-2/01/2041      2,488,295    2,725,839
Fannie Mae, 3.5%, 5/01/2043-12/01/2046      2,237,075    2,454,337
Fannie Mae, 2.5%, 6/01/2050-12/01/2050      401,400      430,386
Fannie Mae, 3%, 8/01/2050-9/01/2050      1,879,201    1,970,423
Fannie Mae, TBA, 1.5%, 1/16/2036-1/14/2051      500,000      512,987
 
15


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Mortgage-Backed – continued  
Fannie Mae, TBA, 2.5%, 1/25/2036-2/25/2051    $ 1,150,000 $   1,208,100
Fannie Mae, TBA, 2%, 2/18/2036-2/12/2051      1,550,000    1,613,828
Fannie Mae, TBA, 3%, 1/14/2051-2/12/2051      1,200,000    1,257,486
Freddie Mac, 4%, 7/01/2025      66,097       70,152
Freddie Mac, 1.367%, 3/25/2027 (i)     809,000       62,847
Freddie Mac, 3.224%, 3/25/2027      4,000,000    4,557,942
Freddie Mac, 3.286%, 11/25/2027      1,303,000    1,502,361
Freddie Mac, 3.9%, 4/25/2028      1,710,000    2,043,495
Freddie Mac, 1.799%, 4/25/2030 (i)     1,420,926      215,337
Freddie Mac, 1.868%, 4/25/2030 (i)     1,365,340      210,283
Freddie Mac, 1.662%, 5/25/2030 (i)     1,747,943      243,363
Freddie Mac, 1.796%, 5/25/2030 (i)     3,920,368      584,497
Freddie Mac, 1.342%, 6/25/2030 (i)     1,615,349      186,125
Freddie Mac, 1.6%, 8/25/2030 (i)     1,436,842      197,640
Freddie Mac, 1.169%, 9/25/2030 (i)     905,456       93,895
Freddie Mac, 1.081%, 11/25/2030 (i)     1,823,916      177,396
Freddie Mac, 3.424%, 4/25/2032      800,000      936,851
Freddie Mac, 5.5%, 5/01/2034-7/01/2037      29,982       35,108
Freddie Mac, 5%, 10/01/2036-7/01/2041      478,119      551,593
Freddie Mac, 4.5%, 12/01/2039-5/01/2042      894,726    1,000,611
Freddie Mac, 3.5%, 1/01/2047      594,484      634,166
Freddie Mac, 3%, 5/01/2050-6/01/2050      230,811      249,533
Ginnie Mae, 5%, 5/15/2040      82,209       93,199
Ginnie Mae, 3.5%, 6/20/2043      778,684      847,934
Ginnie Mae, 3%, 8/20/2050-9/20/2050      345,143      363,052
Ginnie Mae, 2.5%, 11/20/2050-12/20/2050      773,844      819,759
Ginnie Mae, TBA, 2.5%, 1/21/2051-2/20/2051      625,000      660,789
Ginnie Mae, TBA, 3%, 1/21/2051      75,000       78,418
Ginnie Mae, TBA, 3.5%, 1/21/2051      900,000      953,796
Ginnie Mae, TBA, 2%, 2/20/2051      400,000      417,562
        $37,535,365
Issuer     Shares/Par Value ($)
Bonds – continued
Municipals – 0.8%
Commonwealth of Puerto Rico, Public Improvement, “C-7”, NATL, 6%, 7/01/2027    $ 55,000 $      56,406
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 3.384%, 12/01/2040      480,000      540,950
Missouri Health & Educational Facilities Authority, Taxable Education Facilities Rev. (Washington University of St. Louis), “A”, 3.229%, 5/15/2050      930,000    1,085,850
New Jersey Economic Development Authority State Pension Funding Rev., “A”, NATL, 7.425%, 2/15/2029      421,000      542,631
Oklahoma Development Finance Authority, Health System Rev. (OU Medicine Project), “C”, AGM, 4.65%, 8/15/2030      572,000      677,580
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5%, 7/01/2022      245,000      246,725
State of Florida, “A”, 2.154%, 7/01/2030      1,383,000    1,455,220
           $4,605,362
Natural Gas - Distribution – 0.3%
Infraestructura Energética Nova S.A.B. de C.V., 4.875%, 1/14/2048    $ 360,000 $     400,950
NiSource, Inc., 2.95%, 9/01/2029      534,000      587,147
NiSource, Inc., 3.6%, 5/01/2030      429,000      496,168
           $1,484,265
Natural Gas - Pipeline – 0.1%
APT Pipelines Ltd., 5%, 3/23/2035 (n)   $ 615,000 $     779,594
Network & Telecom – 0.4%
AT&T, Inc., 3.5%, 9/15/2053 (n)   $ 752,000 $     749,133
Verizon Communications, Inc., 3.15%, 3/22/2030      525,000      588,219
Verizon Communications, Inc., 0.875%, 3/19/2032    EUR 330,000      421,462
Verizon Communications, Inc., 4%, 3/22/2050    $ 507,000      613,942
           $2,372,756
Oil Services – 0.0%
Halliburton Co., 5%, 11/15/2045    $ 254,000 $     301,510
Oils – 0.3%
Neste Oyj, 1.5%, 6/07/2024    EUR 400,000 $     504,838
Phillips 66, 4.875%, 11/15/2044    $ 290,000      365,230
Valero Energy Corp., 4.9%, 3/15/2045      506,000      588,863
           $1,458,931
 
16


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Other Banks & Diversified Financials – 1.5%
AIB Group PLC, 1.25%, 5/28/2024    EUR 455,000 $     576,422
Belfius Bank S.A., 0.375%, 9/02/2025      300,000      369,669
Belfius Bank S.A., 0.375%, 2/13/2026      800,000      986,607
Deutsche Bank AG, 2.625%, 12/16/2024    GBP 400,000      576,235
Deutsche Bank AG, 1% to 11/19/2024, FLR (EURIBOR - 3mo. + 1.6%) to 11/19/2025    EUR 200,000      248,122
Deutsche Bank AG, 1.375% to 9/03/2025, FLR (EURIBOR - 3mo. + 1.85%) to 9/03/2026      500,000      629,834
Groupe BPCE S.A., 4.5%, 3/15/2025 (n)   $ 584,000      660,036
Groupe BPCE S.A., 1.375%, 12/23/2026    GBP 400,000      568,853
ING Groep N.V., 2.125% to 5/26/2026, FLR (EUR Swap Rate - 5yr. + 2.4%) to 5/26/2031    EUR 200,000      260,893
Intesa Sanpaolo S.p.A., 2.125%, 5/26/2025      493,000      650,909
Intesa Sanpaolo S.p.A., 2.5%, 1/15/2030    GBP 300,000      437,029
Macquarie Group Ltd., 0.35%, 3/03/2028    EUR 350,000      429,018
Rabobank Nederland N.V., 4.625%, 9/11/2068      200,000      266,320
Rabobank Nederland N.V., 3.25% to 12/29/2026, FLR (EUR Swap Rate - 5yr. + 3.7%) to 9/09/2069      200,000      246,162
UBS AG, 5.125%, 5/15/2024    $ 866,000      953,033
Virgin Money UK PLC, 2.875% to 6/24/2024, FLR (EUR Swap Rate - 1yr. + 3.25%) to 6/24/2025    EUR 196,000      254,549
Virgin Money UK PLC, 5.125% to 12/11/2025, FLR (GBP Government Yield - 5yr. + 5.25%) to 12/11/2030    GBP 475,000      696,004
           $8,809,695
Printing & Publishing – 0.3%
Informa PLC, 3.125%, 7/05/2026    GBP 500,000 $     727,018
Informa PLC, 1.25%, 4/22/2028    EUR 350,000      428,561
Wolters Kluwer N.V., 0.75%, 7/03/2030      249,000      317,263
           $1,472,842
Real Estate - Apartment – 0.1%
Camden Property Trust, 2.8%, 5/15/2030    $ 164,000 $     182,033
Mid-America Apartment Communities, 1.7%, 2/15/2031      506,000      503,825
             $685,858
Issuer     Shares/Par Value ($)
Bonds – continued
Real Estate - Office – 0.2%
Alexandria Real Estate Equities, Inc., REIT, 1.875%, 2/01/2033    $ 383,000 $     382,114
Boston Properties, Inc., REIT, 3.125%, 9/01/2023      447,000      474,444
Corporate Office Property LP, 2.25%, 3/15/2026      356,000      371,038
           $1,227,596
Real Estate - Other – 0.2%
Lexington Realty Trust Co., 2.7%, 9/15/2030    $ 466,000 $     484,828
W.P. Carey, Inc., 2.4%, 2/01/2031      681,000      706,840
           $1,191,668
Real Estate - Retail – 0.7%
Brixmor Operating Partnership LP, REIT, 4.05%, 7/01/2030    $ 610,000 $     699,778
Realty Income Corp., REIT, 3.25%, 1/15/2031      516,000      584,619
Regency Centers Corp., 3.7%, 6/15/2030      745,000      843,556
STORE Capital Corp., 2.75%, 11/18/2030      786,000      798,898
Unibail-Rodamco-Westfield SE, REIT, 1.375%, 12/04/2031    EUR 300,000      368,932
VEREIT Operating Partnership LP, REIT, 3.4%, 1/15/2028    $ 192,000      211,865
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029      516,000      556,428
           $4,064,076
Retailers – 0.3%
Best Buy Co., Inc., 1.95%, 10/01/2030    $ 702,000 $     704,964
Home Depot, Inc., 3%, 4/01/2026      525,000      586,769
Home Depot, Inc., 4.875%, 2/15/2044      254,000      360,859
           $1,652,592
Supermarkets – 0.2%
Auchan Holding S.A., 3.25%, 7/23/2027    EUR 300,000 $     422,268
Loblaw Cos. Ltd., 4.86%, 9/12/2023    CAD 680,000      587,143
           $1,009,411
Supranational – 0.7%
Corporacion Andina de Fomento, 1.625%, 6/03/2025    EUR 500,000 $     646,062
Corporacion Andina de Fomento, 1.625%, 9/23/2025    $ 530,000      537,357
European Union, 0%, 7/04/2035    EUR 485,000      608,339
European Union, 0.3%, 11/04/2050      450,000      594,986
 
17


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Bonds – continued
Supranational – continued
International Bank for Reconstruction and Development, 4.25%, 6/24/2025    AUD 465,000 $     418,389
West African Development Bank, 4.7%, 10/22/2031    $ 900,000      971,856
           $3,776,989
Telecommunications - Wireless – 0.7%
American Tower Corp., REIT, 4.7%, 3/15/2022    $ 257,000 $     269,740
American Tower Corp., REIT, 3.5%, 1/31/2023      662,000      702,006
American Tower Corp., REIT, 0.5%, 1/15/2028    EUR 425,000      522,332
American Tower Corp., REIT, 3.6%, 1/15/2028    $ 301,000      341,824
Crown Castle International Corp., 1.35%, 7/15/2025      285,000      290,862
Crown Castle International Corp., 3.7%, 6/15/2026      345,000      388,689
Rogers Communications, Inc., 3.7%, 11/15/2049      528,000      623,063
T-Mobile USA, Inc., 3.5%, 4/15/2025 (n)     774,000      855,254
           $3,993,770
Telephone Services – 0.0%
Iliad S.A., 2.375%, 6/17/2026    EUR 200,000 $     253,248
Tobacco – 0.2%
B.A.T. International Finance PLC, 2.25%, 6/26/2028    GBP 223,000 $     315,931
B.A.T. Netherlands Finance B.V., 2.375%, 10/07/2024    EUR 290,000      382,855
Imperial Brands Finance PLC, 1.375%, 1/27/2025      300,000      381,629
           $1,080,415
Transportation - Services – 0.6%
Abertis Infraestructuras S.A., 3.375%, 11/27/2026    GBP 400,000 $     600,301
Abertis Infraestructuras S.A., 1.875%, 3/26/2032    EUR 500,000      645,703
ERAC USA Finance LLC, 7%, 10/15/2037 (n)   $ 494,000      765,323
Transurban Finance Co., 1.75%, 3/29/2028    EUR 296,000      399,386
Vinci S.A., 3.75%, 4/10/2029 (n)   $ 706,000      827,473
           $3,238,186
U.S. Government Agencies and Equivalents – 0.2%
Small Business Administration, 5.31%, 5/01/2027    $ 29,096 $      31,601
Small Business Administration, 2.22%, 3/01/2033      905,592      938,205
             $969,806
Issuer     Shares/Par Value ($)
Bonds – continued
U.S. Treasury Obligations – 3.2%
U.S. Treasury Bonds, 2.25%, 8/15/2049 (f)   $ 369,300 $     421,752
U.S. Treasury Bonds, 2.375%, 11/15/2049 (f)     2,361,000    2,767,812
U.S. Treasury Notes, 2.375%, 5/15/2029 (f)     4,251,500    4,802,202
U.S. Treasury Notes, 1.125%, 8/15/2040 (f)     10,841,000 10,246,439
        $18,238,205
Utilities - Electric Power – 1.8%
American Electric Power Co., Inc., 2.3%, 3/01/2030    $ 706,000 $     736,885
AusNet Services Holdings Pty Ltd., 0.625%, 8/25/2030    EUR 270,000      341,789
Duke Energy Corp., 3.75%, 9/01/2046    $ 550,000      639,961
Enel Americas S.A., 4%, 10/25/2026      1,891,000    2,122,666
Enel Finance International N.V., 3.5%, 4/06/2028 (n)     414,000      471,300
Enel Finance International N.V., 4.75%, 5/25/2047 (n)     343,000      455,986
Enel S.p.A., 2.25% to 3/10/2027, FLR (EUR Swap Rate - 5yr. + 2.679%) to 3/10/2032, FLR (EUR Swap Rate - 5yr. + 2.929%) to 3/10/2047, FLR (EUR Swap Rate - 5yr. + 3.679%) to  9/10/2070    EUR 100,000      127,180
ENGIE Energía Chile S.A., 4.5%, 1/29/2025 (n)   $ 1,180,000    1,308,561
Evergy, Inc., 2.9%, 9/15/2029      615,000      673,784
FirstEnergy Corp., 2.65%, 3/01/2030      566,000      567,497
Georgia Power Co., 3.7%, 1/30/2050      303,000      361,946
PPL Capital Funding, Inc., 5%, 3/15/2044      418,000      538,873
Southern California Edison Co.'s First & Refunding Mortgage Bonds, 3.65%, 2/01/2050      252,000      285,712
Virginia Electric & Power Co., 3.5%, 3/15/2027      1,005,000    1,147,012
Virginia Electric & Power Co., 2.875%, 7/15/2029      217,000      243,384
WEC Energy Group, Inc., 1.8%, 10/15/2030      586,000      587,379
        $10,609,915
Utilities - Water – 0.0%
Severn Trent Utilities Finance PLC, 2%, 6/02/2040    GBP 100,000 $     148,397
Total Bonds (Identified Cost, $313,105,904)   $336,693,680
 
18


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – 34.8%
Aerospace – 1.2%  
Honeywell International, Inc.   12,845 $   2,732,131
L3Harris Technologies, Inc.   4,276      808,250
Lockheed Martin Corp. (f)   7,084    2,514,678
Northrop Grumman Corp.   1,789      545,144
           $6,600,203
Alcoholic Beverages – 0.9%  
Diageo PLC   45,101 $   1,782,441
Heineken N.V.   14,087    1,569,840
Pernod Ricard S.A.   7,960    1,524,776
           $4,877,057
Apparel Manufacturers – 0.5%  
Adidas AG (a)   3,625 $   1,319,245
Burberry Group PLC (a)   17,193      420,737
Compagnie Financiere Richemont S.A.   14,492    1,310,877
           $3,050,859
Automotive – 0.7%  
Aptiv PLC   8,296 $   1,080,886
Lear Corp.   4,511      717,384
Magna International, Inc.   29,400    2,081,259
NGK Spark Plug Co. Ltd.   5,600       95,616
Zhengzhou Yutong Bus Co. Ltd., “A”   73,900      191,551
           $4,166,696
Biotechnology – 0.1%  
Gilead Sciences, Inc.   7,328 $     426,929
Brokerage & Asset Managers – 0.8%  
BlackRock, Inc.   1,602 $   1,155,907
Cboe Global Markets, Inc.   9,601      894,045
Charles Schwab Corp.   33,390    1,771,006
IG Group Holdings PLC   7,011       82,645
NASDAQ, Inc.   6,460      857,500
           $4,761,103
Business Services – 2.0%  
Accenture PLC, “A” (s)   10,510 $   2,745,317
CGI, Inc. (a)   15,733    1,248,233
Compass Group PLC   49,249      917,954
Equifax, Inc.   5,551    1,070,455
Experian PLC   19,878      757,452
Fidelity National Information Services, Inc.   8,065    1,140,875
Fiserv, Inc. (a)   10,602    1,207,143
Nomura Research Institute Ltd.   22,600      808,745
Secom Co. Ltd.   15,900    1,465,501
        $11,361,675
Cable TV – 0.6%  
Comcast Corp., “A” (f)   60,591 $   3,174,968
Issuer     Shares/Par Value ($)
Common Stocks – continued
Chemicals – 0.7%  
3M Co.   8,028 $   1,403,214
Eastman Chemical Co.   4,762      477,534
PPG Industries, Inc.   14,460    2,085,421
           $3,966,169
Computer Software – 0.2%  
Adobe Systems, Inc. (a)   441 $     220,553
Microsoft Corp.   4,804    1,068,506
           $1,289,059
Computer Software - Systems – 1.3%  
Amadeus IT Group S.A.   19,555 $   1,415,738
Fujitsu Ltd.   9,400    1,356,903
Hitachi Ltd.   44,000    1,732,216
Hon Hai Precision Industry Co. Ltd.   158,000      515,925
Samsung Electronics Co. Ltd.   29,725    2,216,446
           $7,237,228
Construction – 0.7%  
D.R. Horton, Inc.   3,681 $     253,695
Masco Corp.   15,208      835,375
Sherwin-Williams Co.   1,272      934,805
Stanley Black & Decker, Inc.   5,075      906,192
Techtronic Industries Co. Ltd.   28,000      400,909
Vulcan Materials Co.   6,299      934,205
           $4,265,181
Consumer Products – 1.2%  
Colgate-Palmolive Co.   29,600 $   2,531,096
Kao Corp.   12,700      980,282
Kimberly-Clark Corp.   14,811    1,996,967
Reckitt Benckiser Group PLC   12,338    1,103,781
           $6,612,126
Containers – 0.0%  
Amcor PLC   21,813 $     256,739
Electrical Equipment – 1.4%  
Johnson Controls International PLC   29,483 $   1,373,613
Legrand S.A.   10,374      925,158
Schneider Electric SE   34,779    5,026,303
Yokogawa Electric Corp.   38,100      757,904
           $8,082,978
Electronics – 2.2%  
Analog Devices, Inc.   6,142 $     907,358
Hoya Corp.   6,200      856,850
Intel Corp.   43,960    2,190,087
Kyocera Corp.   14,400      882,227
NXP Semiconductors N.V.   7,198    1,144,554
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   41,144    4,486,342
Texas Instruments, Inc. (f)   14,910    2,447,178
        $12,914,596
 
19


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Energy - Independent – 0.1%  
China Shenhua Energy Co. Ltd.   121,500 $     228,818
CNOOC Ltd.   139,000      127,771
ConocoPhillips   10,225      408,898
             $765,487
Energy - Integrated – 0.5%  
China Petroleum & Chemical Corp.   2,904,000 $   1,290,728
Eni S.p.A.   50,302      525,287
LUKOIL PJSC, ADR   3,392      231,334
Petroleo Brasileiro S.A., ADR   17,007      190,989
Suncor Energy, Inc.   38,066      638,470
           $2,876,808
Engineering - Construction – 0.1%  
Quanta Services, Inc.   3,993 $     287,576
Food & Beverages – 1.5%  
Danone S.A.   26,187 $   1,719,855
General Mills, Inc.   32,089    1,886,833
J.M. Smucker Co.   13,376    1,546,266
Nestle S.A.   25,245    2,973,053
PepsiCo, Inc.   2,821      418,354
           $8,544,361
Food & Drug Stores – 0.3%  
Tesco PLC   458,087 $   1,446,253
Gaming & Lodging – 0.1%  
Tabcorp Holdings Ltd.   122,479 $     368,258
General Merchandise – 0.1%  
Bim Birlesik Magazalar A.S.   33,008 $     335,275
Walmart de Mexico S.A.B. de C.V.   127,961      359,972
             $695,247
Health Maintenance Organizations – 0.3%  
Cigna Corp.   8,543 $   1,778,482
Insurance – 2.2%  
Aon PLC (s)   14,249 $   3,010,386
Chubb Ltd.   13,307    2,048,213
CNO Financial Group, Inc.   6,798      151,120
Equitable Holdings, Inc.   47,474    1,214,860
Hartford Financial Services Group, Inc.   7,639      374,158
Manulife Financial Corp.   95,013    1,690,663
Marsh & McLennan Cos., Inc.   7,728      904,176
MetLife, Inc.   12,370      580,772
NN Group N.V.   3,625      158,585
Samsung Fire & Marine Insurance Co. Ltd. (a)   2,066      356,600
Travelers Cos., Inc.   11,024    1,547,439
Zurich Insurance Group AG   1,391      589,563
        $12,626,535
Leisure & Toys – 0.1%  
Brunswick Corp.   2,248 $     171,387
Electronic Arts, Inc.   1,483      212,959
             $384,346
Issuer     Shares/Par Value ($)
Common Stocks – continued
Machinery & Tools – 1.0%  
AGCO Corp.   4,599 $     474,111
Eaton Corp. PLC   28,007    3,364,761
Ingersoll Rand, Inc. (a)   16,403      747,321
Kubota Corp.   65,400    1,425,746
           $6,011,939
Major Banks – 2.4%  
ABSA Group Ltd.   59,782 $     487,613
Bank of America Corp.   52,540    1,592,487
BOC Hong Kong Holdings Ltd.   175,000      531,828
China Construction Bank   1,396,000    1,062,354
DBS Group Holdings Ltd.   93,800    1,774,216
Goldman Sachs Group, Inc.   7,271    1,917,435
JPMorgan Chase & Co. (f)   23,087    2,933,665
NatWest Group PLC (a)   205,465      475,195
UBS Group AG   215,045    3,007,712
        $13,782,505
Medical & Health Technology & Services – 0.4%  
HCA Healthcare, Inc.   4,068 $     669,023
McKesson Corp.   5,890    1,024,389
Quest Diagnostics, Inc.   6,038      719,549
           $2,412,961
Medical Equipment – 1.2%  
Abbott Laboratories   6,957 $     761,722
Becton, Dickinson and Co.   3,795      949,585
Boston Scientific Corp. (a)   29,722    1,068,506
Danaher Corp.   5,159    1,146,020
Medtronic PLC   18,789    2,200,943
Thermo Fisher Scientific, Inc.   1,982      923,176
           $7,049,952
Metals & Mining – 0.4%  
Fortescue Metals Group Ltd.   32,298 $     583,410
MMC Norilsk Nickel PJSC, ADR   7,337      228,914
POSCO   924      231,362
Rio Tinto PLC   14,344    1,072,964
           $2,116,650
Natural Gas - Distribution – 0.1%  
Italgas S.p.A.   102,503 $     651,159
Natural Gas - Pipeline – 0.2%  
Enterprise Products Partners LP   51,108 $   1,001,205
Magellan Midstream Partners LP   4,038      171,373
Plains All American Pipeline LP   21,812      179,731
           $1,352,309
Network & Telecom – 0.0%  
QTS Realty Trust, Inc., REIT, “A”   3,418 $     211,506
Other Banks & Diversified Financials – 0.8%  
Citigroup, Inc.   8,481 $     522,938
KBC Group N.V. (a)   14,227      995,550
Sberbank of Russia PJSC, ADR   24,822      357,831
Truist Financial Corp.   28,407    1,361,548
U.S. Bancorp   26,018    1,212,179
           $4,450,046
 
20


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Pharmaceuticals – 3.3%  
Bayer AG   35,955 $   2,115,181
Eli Lilly & Co.   9,999    1,688,231
Johnson & Johnson (f)   24,804    3,903,654
Merck & Co., Inc.   33,667    2,753,961
Novartis AG   20,503    1,937,282
Novo Nordisk A.S., “B”   18,227    1,276,434
Roche Holding AG   14,620    5,102,880
Santen Pharmaceutical Co. Ltd.   22,900      371,483
        $19,149,106
Printing & Publishing – 0.4%  
RELX PLC   37,386 $     919,083
Wolters Kluwer N.V.   18,756    1,582,390
           $2,501,473
Railroad & Shipping – 0.6%  
Canadian Pacific Railway Ltd.   4,711 $   1,634,101
Kansas City Southern Co.   1,128      230,259
Union Pacific Corp.   6,836    1,423,392
           $3,287,752
Real Estate – 0.3%  
Deutsche Wohnen SE   13,086 $     698,451
Grand City Properties S.A.   14,035      359,377
Lexington Realty Trust, REIT   19,011      201,897
Longfor Properties Co. Ltd.   69,000      404,079
Starwood Property Trust, Inc., REIT   11,888      229,438
           $1,893,242
Restaurants – 0.1%  
Yum China Holdings, Inc.   11,233 $     641,292
Specialty Chemicals – 0.3%  
Akzo Nobel N.V.   10,923 $   1,172,411
Linde PLC (a)   1,723      448,345
Nitto Denko Corp.   3,300      294,988
           $1,915,744
Specialty Stores – 0.2%  
Home Depot, Inc.   3,609 $     958,623
Telecommunications - Wireless – 1.3%  
KDDI Corp.   149,100 $   4,427,297
Mobile TeleSystems PJSC, ADR   12,926      115,688
T-Mobile USA, Inc. (a)   6,927      934,106
Turkcell Iletisim Hizmetleri A.S.   71,070      154,416
Vodafone Group PLC   1,043,060    1,716,495
           $7,348,002
Telephone Services – 0.2%  
Hellenic Telecommunications Organization S.A.   17,898 $     288,182
TELUS Corp.   38,678      766,024
           $1,054,206
Tobacco – 0.7%  
British American Tobacco PLC   29,988 $   1,115,402
Imperial Tobacco Group PLC   24,358      511,469
Japan Tobacco, Inc.   61,400    1,249,942
Issuer     Shares/Par Value ($)
Common Stocks – continued
Tobacco – continued  
Philip Morris International, Inc. (s)   16,725 $   1,384,663
           $4,261,476
Trucking – 0.1%  
United Parcel Service, Inc., “B”   2,081 $     350,440
Utilities - Electric Power – 1.0%  
AltaGas Ltd.   16,368 $     240,717
CLP Holdings Ltd.   26,500      245,318
DTE Energy Co.   1,661      201,662
Duke Energy Corp.   14,381    1,316,724
E.ON SE   73,686      815,928
Exelon Corp.   28,251    1,192,757
Iberdrola S.A.   64,134      916,687
Terna Participacoes S.A., IEU   26,634      170,904
Xcel Energy, Inc.   8,295      553,028
           $5,653,725
Total Common Stocks (Identified Cost, $126,764,761)   $199,871,027
Preferred Stocks – 0.4%
Computer Software - Systems – 0.1%        
Samsung Electronics Co. Ltd.   7,064 $     478,607
Consumer Products – 0.3%        
Henkel AG & Co. KGaA   13,381 $   1,508,819
Total Preferred Stocks (Identified Cost, $883,612)     $ 1,987,426
Convertible Preferred Stocks – 0.1%
Medical Equipment – 0.0%  
Boston Scientific Corp., 5.5%   1,014 $     111,104
Danaher Corp., 4.75%   101      153,282
             $264,386
Utilities - Electric Power – 0.1%  
CenterPoint Energy, Inc., 7%   9,867 $     402,573
Total Convertible Preferred Stocks (Identified Cost, $689,483)     $ 666,959
  Strike
Price
First
Exercise
   
Warrants – 0.0%        
Apparel Manufacturers – 0.0%        
Compagnie Financiere Richemont S.A. (1 share for 2 warrants, Expiration 12/04/23) (a)(n) (Identified Cost, $0) CHF 67.00 11/20/23 29,766 $       7,733
         
Investment Companies (h) – 6.5%
Money Market Funds – 6.5%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $37,119,815)     37,119,815 $ 37,119,815
    
 
21


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Underlying/Expiration Date/Exercise Price Put/Call Counterparty Notional
Amount
Par Amount/
Number of
Contracts
Value ($)
Purchased Options – 0.1%  
Market Index Securities – 0.0%  
S&P 500 Index – January 2021 @ $2,725 Put Merrill Lynch International $  9,390,175   25 $ 2,125
S&P 500 Index – March 2021 @ $2,950 Put Merrill Lynch International  11,643,817   31 57,040
          $ 59,165
Other – 0.1%  
U.S. Treasury 10 yr - Interest Rate Swap - Fund pays 1.75%,
Fund receives FLR (3-month LIBOR) – September 2022
Put Merrill Lynch International $ 39,000,000  $ 39,000,000 $ 492,980
Total Purchased Options
(Premiums Paid, $513,763)
  $ 552,145
Other Assets, Less Liabilities – (0.5)% (2,683,037)
Net Assets – 100.0% $574,215,748
(a) Non-income producing security.
(f) All or a portion of the security has been segregated as collateral for open futures contracts and cleared swap agreements.
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $37,119,815 and $539,778,970, respectively.
(i) Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $34,318,955, representing 6.0% of net assets.
(s) Security or a portion of the security was pledged to cover collateral requirements for certain derivative transactions.
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.
(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:
Restricted Securities Acquisition
Date
Cost Value
MF1 CLO Ltd., 2020-FL3, “AS”, FLR, 3.008% (LIBOR - 1mo. + 2.85%), 7/15/2035 6/12/2020 $357,000 $360,781
% of Net assets     0.1%
    
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
AGM Assured Guaranty Municipal
CLO Collateralized Loan Obligation
EURIBOR Euro Interbank Offered Rate
FLR Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
ICE Intercontinental Exchange
IEU International Equity Unit
LIBOR London Interbank Offered Rate
NATL National Public Finance Guarantee Corp.
REIT Real Estate Investment Trust
SOFR Secured Overnight Financing Rate
TBA To Be Announced
Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:
AUD Australian Dollar
BRL Brazilian Real
CAD Canadian Dollar
22


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
CHF Swiss Franc
CLP Chilean Peso
CNH Chinese Yuan Renminbi (Offshore)
CNY China Yuan Renminbi
COP Colombian Peso
CZK Czech Koruna
DKK Danish Krone
EUR Euro
GBP British Pound
HKD Hong Kong Dollar
IDR Indonesian Rupiah
ILS Israeli Shekel
INR Indian Rupee
ISK Iceland Krona
JPY Japanese Yen
KRW South Korean Won
MXN Mexican Peso
NOK Norwegian Krone
NZD New Zealand Dollar
PLN Polish Zloty
RUB Russian Ruble
SEK Swedish Krona
SGD Singapore Dollar
THB Thai Baht
TRY Turkish Lira
ZAR South African Rand
Derivative Contracts at 12/31/20
Forward Foreign Currency Exchange Contracts
Currency
Purchased
Currency
Sold
Counterparty Settlement
Date
Unrealized
Appreciation
(Depreciation)
Asset Derivatives
AUD 1,250,259 USD 911,238 Citibank N.A. 1/15/2021 $ 52,779
AUD 3,669,984 USD 2,708,759 Goldman Sachs International 1/15/2021 120,996
AUD 783,152 USD 573,774 HSBC Bank 1/15/2021 30,077
AUD 7,500,000 USD 5,609,792 JPMorgan Chase Bank N.A. 1/15/2021 173,110
AUD 16,378,507 USD 12,099,000 JPMorgan Chase Bank N.A. 2/04/2021 532,303
AUD 925,099 USD 681,473 NatWest Markets PLC 1/15/2021 31,829
CAD 10,538,120 USD 8,174,906 Citibank N.A. 1/15/2021 104,419
CAD 5,008,758 USD 3,813,410 JPMorgan Chase Bank N.A. 1/15/2021 121,745
CAD 13,106,235 USD 10,091,000 JPMorgan Chase Bank N.A. 2/04/2021 206,653
CHF 1,782,000 USD 1,962,616 Merrill Lynch International 1/15/2021 50,918
CLP 143,602,000 USD 184,828 JPMorgan Chase Bank N.A. 1/28/2021 17,258
CNH 1,408,000 USD 216,142 BNP Paribas S.A. 1/15/2021 233
CNH 82,066,000 USD 12,130,378 Citibank N.A. 1/15/2021 481,118
CNH 7,448,000 USD 1,104,649 Goldman Sachs International 1/15/2021 39,923
CNH 2,754,000 USD 415,049 HSBC Bank 1/15/2021 8,172
CNH 5,250,000 USD 776,667 JPMorgan Chase Bank N.A. 1/15/2021 30,127
COP 1,321,303,000 USD 353,006 Citibank N.A. 3/10/2021 33,303
CZK 8,355,000 USD 358,968 UBS AG 1/15/2021 30,061
DKK 4,719,079 USD 746,601 JPMorgan Chase Bank N.A. 1/15/2021 28,188
EUR 3,358,047 USD 3,959,586 Barclays Bank PLC 1/15/2021 143,888
EUR 1,297,080 USD 1,542,560 Brown Brothers Harriman 1/15/2021 42,448
EUR 6,186,530 USD 7,369,072 Citibank N.A. 1/15/2021 190,761
EUR 907,937 USD 1,082,989 Credit Suisse Group 1/15/2021 26,494
EUR 3,608,152 USD 4,362,787 Goldman Sachs International 1/15/2021 46,312
EUR 403,676 USD 478,300 JPMorgan Chase Bank N.A. 1/15/2021 14,985
23


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts - continued
Currency
Purchased
Currency
Sold
Counterparty Settlement
Date
Unrealized
Appreciation
(Depreciation)
Asset Derivatives - continued
EUR 304,447 USD 357,424 Merrill Lynch International 1/15/2021 $ 14,605
EUR 1,532,000 USD 1,837,467 NatWest Markets PLC 1/15/2021 34,610
EUR 103,444 USD 122,714 State Street Bank Corp. 1/15/2021 3,693
EUR 247,836 USD 301,303 UBS AG 1/15/2021 1,548
GBP 63,716 USD 84,591 Citibank N.A. 1/15/2021 2,549
GBP 164,000 USD 212,222 Goldman Sachs International 1/15/2021 12,070
GBP 5,653,219 USD 7,328,721 Goldman Sachs International 2/04/2021 403,876
GBP 6,828,746 USD 9,053,000 JPMorgan Chase Bank N.A. 2/04/2021 287,506
GBP 506,608 USD 676,354 UBS AG 1/15/2021 16,503
IDR 42,461,376,000 USD 2,943,579 JPMorgan Chase Bank N.A. 1/19/2021 74,660
ILS 1,799,000 USD 531,007 Merrill Lynch International 1/15/2021 28,931
JPY 58,000,000 USD 559,555 Barclays Bank PLC 1/15/2021 2,235
JPY 48,000,000 USD 458,551 BNP Paribas S.A. 1/15/2021 6,379
JPY 3,382,011,135 USD 32,101,553 Citibank N.A. 1/15/2021 656,743
JPY 585,525,869 USD 5,568,000 Goldman Sachs International 2/04/2021 104,761
JPY 93,781,699 USD 900,013 Merrill Lynch International 1/15/2021 8,360
JPY 601,319,022 USD 5,785,502 UBS AG 1/15/2021 38,898
KRW 3,919,746,000 USD 3,453,186 Barclays Bank PLC 2/04/2021 156,143
KRW 1,246,912,900 USD 1,098,573 JPMorgan Chase Bank N.A. 2/04/2021 49,593
MXN 75,575,887 USD 3,510,520 JPMorgan Chase Bank N.A. 1/15/2021 282,831
NOK 229,397,449 USD 24,568,601 Goldman Sachs International 2/04/2021 2,185,018
NOK 50,298,401 USD 5,468,704 HSBC Bank 1/15/2021 397,578
NOK 49,554,000 USD 5,635,405 JPMorgan Chase Bank N.A. 1/15/2021 144,058
NZD 13,049,094 USD 8,853,289 Citibank N.A. 1/15/2021 536,167
NZD 505,000 USD 347,141 Goldman Sachs International 1/15/2021 16,231
NZD 14,510,722 USD 10,113,000 Goldman Sachs International 2/04/2021 329,396
NZD 5,086,000 USD 3,507,875 JPMorgan Chase Bank N.A. 1/15/2021 151,749
NZD 517,352 USD 342,048 Merrill Lynch International 1/15/2021 30,212
NZD 2,287,726 USD 1,610,619 UBS AG 1/15/2021 35,510
PLN 2,754,931 USD 719,834 Goldman Sachs International 1/15/2021 17,697
RUB 54,340,000 USD 704,616 Goldman Sachs International 3/24/2021 24,780
SEK 46,172,000 USD 5,263,116 Brown Brothers Harriman 1/15/2021 349,595
SEK 190,767,630 USD 21,539,944 Goldman Sachs International 2/04/2021 1,654,880
SGD 972,000 USD 716,574 Goldman Sachs International 1/15/2021 18,906
THB 35,093,650 USD 1,158,589 JPMorgan Chase Bank N.A. 1/20/2021 12,201
USD 617,537 EUR 504,000 Barclays Bank PLC 1/15/2021 1,658
            $ 10,650,230
Liability Derivatives
CAD 400,000 USD 314,485 Citibank N.A. 1/15/2021 $ (223)
EUR 893,000 USD 1,097,598 Morgan Stanley Capital Services, Inc. 1/15/2021 (6,368)
USD 7,556,328 AUD 10,547,123 Goldman Sachs International 1/15/2021 (576,070)
USD 681,397 AUD 925,099 HSBC Bank 1/15/2021 (31,903)
USD 13,525,761 AUD 18,665,259 JPMorgan Chase Bank N.A. 2/04/2021 (869,112)
USD 335,844 AUD 444,905 UBS AG 1/15/2021 (7,201)
USD 5,579,809 CAD 7,350,837 Barclays Bank PLC 1/15/2021 (195,413)
USD 1,727,480 CAD 2,299,203 Citibank N.A. 1/15/2021 (78,901)
USD 8,154,516 CAD 10,843,508 JPMorgan Chase Bank N.A. 2/04/2021 (365,298)
USD 26,327,617 CHF 23,848,397 JPMorgan Chase Bank N.A. 2/04/2021 (635,377)
USD 1,536,903 CNH 10,334,000 Citibank N.A. 1/15/2021 (51,175)
USD 518,014 CNH 3,495,000 HSBC Bank 1/15/2021 (19,081)
USD 784,091 DKK 4,986,301 JPMorgan Chase Bank N.A. 2/04/2021 (34,950)
USD 4,919,426 EUR 4,142,875 Citibank N.A. 1/15/2021 (143,093)
24


Table of Contents
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts - continued
Currency
Purchased
Currency
Sold
Counterparty Settlement
Date
Unrealized
Appreciation
(Depreciation)
Liability Derivatives - continued
USD 862,480 EUR 726,365 Goldman Sachs International 1/15/2021 $ (25,126)
USD 72,399,246 EUR 61,664,717 Goldman Sachs International 2/04/2021 (2,987,879)
USD 3,225,378 EUR 2,711,000 HSBC Bank 1/15/2021 (87,416)
USD 1,042,209 EUR 872,630 JPMorgan Chase Bank N.A. 1/15/2021 (24,128)
USD 11,063,009 EUR 9,443,214 JPMorgan Chase Bank N.A. 2/04/2021 (481,628)
USD 7,087,309 EUR 5,908,435 Merrill Lynch International 1/15/2021 (132,695)
USD 3,044,606 EUR 2,552,445 UBS AG 1/15/2021 (74,438)
USD 355,388 GBP 266,000 Brown Brothers Harriman 1/15/2021 (8,404)
USD 2,057,092 GBP 1,556,651 Citibank N.A. 1/15/2021 (71,843)
USD 1,771,694 GBP 1,339,000 Credit Suisse Group 1/15/2021 (59,574)
USD 1,066,367 GBP 800,000 Goldman Sachs International 1/15/2021 (27,744)
USD 279,281 GBP 206,870 HSBC Bank 1/15/2021 (3,642)
USD 704,312 GBP 530,058 JPMorgan Chase Bank N.A. 1/15/2021 (20,615)
USD 8,328,504 GBP 6,414,046 JPMorgan Chase Bank N.A. 2/04/2021 (444,767)
USD 5,138,529 GBP 3,963,076 State Street Bank Corp. 1/15/2021 (281,526)
USD 1,246,495 GBP 947,416 UBS AG 1/15/2021 (49,228)
USD 1,059,682 IDR 15,179,939,000 Goldman Sachs International 1/19/2021 (19,339)
USD 1,745,394 IDR 25,997,647,500 JPMorgan Chase Bank N.A. 1/19/2021 (102,571)
USD 387,543 ILS 1,321,342 JPMorgan Chase Bank N.A. 2/04/2021 (23,866)
USD 5,263,628 JPY 548,113,664 Citibank N.A. 1/15/2021 (45,423)
USD 5,941,766 JPY 620,486,752 Goldman Sachs International 2/04/2021 (69,706)
USD 63,046,818 JPY 6,584,462,264 JPMorgan Chase Bank N.A. 2/04/2021 (745,533)
USD 2,743,401 JPY 286,145,185 UBS AG 1/15/2021 (28,213)
USD 1,884,253 KRW 2,100,000,000 Citibank N.A. 2/04/2021 (49,441)
USD 3,438,027 KRW 3,902,332,070 JPMorgan Chase Bank N.A. 2/04/2021 (155,267)
USD 2,031,046 MXN 40,737,899 Goldman Sachs International 1/15/2021 (13,696)
USD 7,826,159 MXN 157,429,463 JPMorgan Chase Bank N.A. 1/15/2021 (75,637)
USD 2,885,000 NOK 26,068,540 Goldman Sachs International 2/04/2021 (155,260)
USD 1,825,793 NOK 16,700,000 HSBC Bank 1/15/2021 (121,921)
USD 1,566,274 NOK 15,000,000 JPMorgan Chase Bank N.A. 1/15/2021 (183,170)
USD 213,596 NOK 1,872,000 UBS AG 1/15/2021 (4,735)
USD 11,046,050 NZD 16,623,826 Citibank N.A. 1/15/2021 (915,599)
USD 7,219,413 NZD 10,226,000 Goldman Sachs International 1/15/2021 (138,690)
USD 13,834,212 NZD 20,799,886 Goldman Sachs International 2/04/2021 (1,134,074)
USD 1,783,264 NZD 2,531,000 UBS AG 1/15/2021 (37,913)
USD 137,370 RUB 10,594,000 Goldman Sachs International 3/24/2021 (4,831)
USD 4,649,993 SEK 40,919,942 Brown Brothers Harriman 1/15/2021 (324,273)
USD 760,000 SEK 6,542,156 Goldman Sachs International 2/04/2021 (35,440)
USD 3,555,611 SEK 30,204,000 JPMorgan Chase Bank N.A. 1/15/2021 (116,015)
USD 556,325 SGD 758,723 JPMorgan Chase Bank N.A. 2/04/2021 (17,785)
            $(12,313,216)
Futures Contracts
Description Long/
Short
Currency Contracts Notional
Amount
Expiration
Date
Value/Unrealized
Appreciation
(Depreciation)
Asset Derivatives
Equity Futures    
BIST 30 Index Long TRY 1,929 $4,297,195 February – 2021 $134,610
CAC 40 Index Short EUR 111 7,472,704 January – 2021 74,669
FTSE MIB Index Long EUR 93 12,570,761 March – 2021 177,399
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MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Description Long/
Short
Currency Contracts Notional
Amount
Expiration
Date
Value/Unrealized
Appreciation
(Depreciation)
Asset Derivatives - continued
Equity Futures - continued
FTSE Taiwan Index Long USD 213 $10,869,390 January – 2021 $414,285
Hang Seng Index Long HKD 86 15,086,965 January – 2021 549,606
IBOV Index Long BRL 129 2,961,124 February – 2021 82,156
Mexbol Index Long MXN 430 9,585,567 March – 2021 85,138
S&P/ASX 200 Index Short AUD 171 21,565,422 March – 2021 207,065
            $1,724,928
Interest Rate Futures    
Australian Bond 10 yr Long AUD 269 $30,533,391 March – 2021 $134,674
Canadian Treasury Bond 10 yr Long CAD 170 19,912,798 March – 2021 39,532
Euro-Bobl 5 yr Short EUR 153 25,266,827 March – 2021 12,706
Japan Government Bond 10 yr Short JPY 24 35,311,413 March – 2021 18,246
U.S. Treasury Bond Short USD 55 9,525,312 March – 2021 59,095
U.S. Treasury Note 2 yr Long USD 13 2,872,695 March – 2021 2,391
U.S. Treasury Ultra Bond Short USD 7 1,494,938 March – 2021 7,575
U.S. Treasury Ultra Note 10 yr Short USD 36 5,628,938 March – 2021 4,557
            $278,776
            $2,003,704
Liability Derivatives
Equity Futures    
AEX 25 Index Short EUR 84 $12,767,921 January – 2021 $(140,289)
DAX Index Short EUR 15 6,297,301 March – 2021 (225,406)
FTSE 100 Index Long GBP 199 17,537,359 March – 2021 (222,427)
FTSE/JSE Top 40 Index Long ZAR 9 334,540 March – 2021 (2,003)
IBEX 35 Index Long EUR 7 688,025 January – 2021 (7,664)
KOSPI 200 Index Short KRW 149 13,344,230 March – 2021 (879,663)
MSCI Singapore Index Long SGD 345 8,428,955 January – 2021 (52,127)
NIFTY Index Short USD 214 5,998,848 January – 2021 (37,099)
OMX 30 Index Long SEK 345 7,806,765 January – 2021 (161,552)
Russell 2000 Index Short USD 30 2,962,200 March – 2021 (82,431)
S&P 500 E-Mini Index Short USD 36 6,747,840 March – 2021 (158,508)
S&P/TSX 60 Index Long CAD 29 4,688,208 March – 2021 (57,548)
Topix Index Short JPY 6 1,048,569 March – 2021 (24,328)
            $(2,051,045)
Interest Rate Futures    
Euro-Bund 10 yr Short EUR 281 $60,980,912 March – 2021 $(159,297)
Euro-Buxl 30 yr Short EUR 23 6,328,783 March – 2021 (4,394)
Long Gilt 10 yr Short GBP 162 30,026,871 March – 2021 (363,190)
U.S. Treasury Note 10 yr Short USD 90 12,427,031 March – 2021 (21,967)
U.S. Treasury Note 5 yr Short USD 191 24,097,336 March – 2021 (57,378)
            $(606,226)
            $(2,657,271)
Cleared Swap Agreements
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MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Maturity
Date
Notional
Amount
Counterparty Cash Flows
to Receive/
Frequency
Cash Flows
to Pay/
Frequency
Unrealized
Appreciation
(Depreciation)
  Net Unamortized
Upfront Payments
(Receipts)
  Value
Asset Derivatives          
Interest Rate Swaps          
6/03/22 USD 167,000,000 centrally cleared 0.25%/Semi-annually 0.23% FLR (3-Month Libor)/Quarterly $141,112   $—   $141,112
11/06/24 USD 66,200,000 centrally cleared 1.58%/Semi-annually 0.25% FLR (3-Month Libor)/Quarterly 3,371,506     3,371,506
            $3,512,618   $—   $3,512,618
Liability Derivatives          
Interest Rate Swaps          
11/06/29 USD 33,600,000 centrally cleared 0.25% FLR (3-Month Libor)/Quarterly 1.70%/Semi-annually $(2,614,120)   $—   (2,614,120)
11/06/49 USD 13,102,083 centrally cleared 0.25% FLR (3-Month Libor)/Quarterly 1.89%/Semi-annually (1,653,712)     (1,653,712)
            $(4,267,832)   $—   $(4,267,832)
Uncleared Swap Agreements
Maturity
Date
Notional
Amount
Counterparty Cash Flows
to Receive/
Frequency
Cash Flows
to Pay/
Frequency
Unrealized
Appreciation
(Depreciation)
  Net Unamortized
Upfront Payments
(Receipts)
  Value
Liability Derivatives          
Credit Default Swaps          
12/20/25 EUR 600,000 Goldman Sachs International 1.00%/Quarterly (1) $3,993   $(24,532)   $(20,539)
(1) Fund, as protection seller, to pay notional amount upon a defined credit event by Unibail-Rodamco, 1.375%, 3/09/2026, a BBB+ rated bond. The fund entered into the contract to gain issuer exposure.
The credit ratings presented here are an indicator of the current payment/performance risk of the related swap agreement, the reference obligation for which may be either a single security or, in the case of a credit default index, a basket of securities issued by corporate or sovereign issuers. Ratings are assigned to each reference security, including each individual security within a reference basket of securities, utilizing ratings from Moody's, Fitch, and Standard & Poor's rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 Rating Agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). The ratings for a credit default index are calculated by MFS as a weighted average of the external credit ratings of the individual securities that compose the index's reference basket of securities.
At December 31, 2020, the fund had cash collateral of $3,513,845 and other liquid securities with an aggregate value of $28,998,273 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
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MFS Global Tactical Allocation Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $441,957,523) $539,778,970
Investments in affiliated issuers, at value (identified cost, $37,119,815) 37,119,815
Cash 18,889
Foreign currency, at value (identified cost, $16,289) 16,361
Restricted cash for  
Uncleared derivatives 2,826,000
Deposits with brokers for  
Futures contracts 677,235
Cleared options 10,610
Receivables for  
Forward foreign currency exchange contracts 10,650,230
Investments sold 27,389
TBA sale commitments 1,184,424
Fund shares sold 8,002
Interest and dividends 2,733,683
Other assets 2,966
Total assets $595,054,574
Liabilities  
Payables for  
Net daily variation margin on open cleared swap agreements $59,912
Forward foreign currency exchange contracts 12,313,216
Net daily variation margin on open futures contracts 227,580
TBA purchase commitments 7,860,843
Fund shares reacquired 177,533
Uncleared swaps, at value (net of unamortized premiums received, $24,532) 20,539
Payable to affiliates  
Investment adviser 22,032
Administrative services fee 425
Shareholder servicing costs 65
Distribution and/or service fees 7,239
Payable for independent Trustees' compensation 300
Accrued expenses and other liabilities 149,142
Total liabilities $20,838,826
Net assets $574,215,748
Net assets consist of  
Paid-in capital $456,720,891
Total distributable earnings (loss) 117,494,857
Net assets $574,215,748
Shares of beneficial interest outstanding 37,007,922
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $43,513,081 2,755,284 $15.79
Service Class 530,702,667 34,252,638 15.49
See Notes to Financial Statements
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MFS Global Tactical Allocation Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Interest $7,016,927
Dividends 5,791,491
Dividends from affiliated issuers 129,855
Income on securities loaned 4,366
Other 1,848
Foreign taxes withheld (346,342)
Total investment income $12,598,145
Expenses  
Management fee $3,981,665
Distribution and/or service fees 1,283,652
Shareholder servicing costs 12,047
Administrative services fee 84,274
Independent Trustees' compensation 14,295
Custodian fee 149,235
Shareholder communications 59,252
Audit and tax fees 96,579
Legal fees 4,541
Miscellaneous 213,229
Total expenses $5,898,769
Reduction of expenses by investment adviser (61,129)
Net expenses $5,837,640
Net investment income (loss) $6,760,505
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $42,384,586
Affiliated issuers 1,657
Written options 13,971
Futures contracts (19,156,018)
Swap agreements 5,888,755
Forward foreign currency exchange contracts (8,473,306)
Foreign currency (794,069)
Net realized gain (loss) $19,865,576
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $6,600,934
Affiliated issuers 14
Futures contracts (1,123,680)
Swap agreements (1,192,921)
Forward foreign currency exchange contracts 206,279
Translation of assets and liabilities in foreign currencies 1,619
Net unrealized gain (loss) $4,492,245
Net realized and unrealized gain (loss) $24,357,821
Change in net assets from operations $31,118,326
See Notes to Financial Statements
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MFS Global Tactical Allocation Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $6,760,505 $9,880,038
Net realized gain (loss) 19,865,576 25,371,458
Net unrealized gain (loss) 4,492,245 46,438,520
Change in net assets from operations $31,118,326 $81,690,016
Total distributions to shareholders $(34,497,547) $(29,426,518)
Change in net assets from fund share transactions $(21,278,512) $(60,384,699)
Total change in net assets $(24,657,733) $(8,121,201)
Net assets    
At beginning of period 598,873,481 606,994,682
At end of period $574,215,748 $598,873,481
See Notes to Financial Statements
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MFS Global Tactical Allocation Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $15.86 $14.58 $16.11 $15.04 $14.92
Income (loss) from investment operations          
Net investment income (loss) (d) $0.22 $0.29 $0.29 $0.26 $0.29(c)
Net realized and unrealized gain (loss) 0.71 1.80 (0.99) 1.36 0.67
Total from investment operations $0.93 $2.09 $(0.70) $1.62 $0.96
Less distributions declared to shareholders          
From net investment income $(0.28) $(0.45) $(0.13) $(0.51) $—
From net realized gain (0.72) (0.36) (0.70) (0.04) (0.84)
Total distributions declared to shareholders $(1.00) $(0.81) $(0.83) $(0.55) $(0.84)
Net asset value, end of period (x) $15.79 $15.86 $14.58 $16.11 $15.04
Total return (%) (k)(r)(s)(x) 6.23 14.58 (4.50) 10.83 6.24(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.83 0.81 0.81 0.81 0.79(c)
Expenses after expense reductions (f) 0.82 0.80 0.80 0.80 0.78(c)
Net investment income (loss) 1.45 1.85 1.83 1.64 1.88(c)
Portfolio turnover 120 82 86 35 38
Net assets at end of period (000 omitted) $43,513 $46,175 $47,517 $56,096 $58,053
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $15.57 $14.32 $15.84 $14.79 $14.72
Income (loss) from investment operations          
Net investment income (loss) (d) $0.18 $0.24 $0.24 $0.22 $0.25(c)
Net realized and unrealized gain (loss) 0.70 1.77 (0.98) 1.34 0.66
Total from investment operations $0.88 $2.01 $(0.74) $1.56 $0.91
Less distributions declared to shareholders          
From net investment income $(0.24) $(0.40) $(0.08) $(0.47) $—
From net realized gain (0.72) (0.36) (0.70) (0.04) (0.84)
Total distributions declared to shareholders $(0.96) $(0.76) $(0.78) $(0.51) $(0.84)
Net asset value, end of period (x) $15.49 $15.57 $14.32 $15.84 $14.79
Total return (%) (k)(r)(s)(x) 5.99 14.30 (4.80) 10.58 5.98(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.08 1.06 1.06 1.06 1.04(c)
Expenses after expense reductions (f) 1.07 1.05 1.05 1.05 1.03(c)
Net investment income (loss) 1.19 1.60 1.58 1.39 1.63(c)
Portfolio turnover 120 82 86 35 38
Net assets at end of period (000 omitted) $530,703 $552,698 $559,478 $706,456 $733,775
    
See Notes to Financial Statements
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MFS Global Tactical Allocation Portfolio
Financial Highlights - continued
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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MFS Global Tactical Allocation Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS Global Tactical Allocation Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in derivatives as part of its principal investment strategy. Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicators on which the derivative is based. Derivatives can involve leverage. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, accounting, and auditing systems, and greater political, social, and economic instability than developed markets.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service.  Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. For put options, the position may be valued at the last daily ask quotation if there are no trades reported during the day. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at
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Notes to Financial Statements  - continued
the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Swap agreements are generally valued using valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts, forward foreign currency exchange contracts, and swap agreements. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
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Notes to Financial Statements  - continued
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
United States $103,855,387 $2,125 $— $103,857,512
Japan 16,705,700 16,705,700
Switzerland 11,331,825 3,597,275 14,929,100
United Kingdom 4,109,550 8,212,321 12,321,871
France 9,196,092 9,196,092
Canada 8,299,467 8,299,467
Germany 6,817,001 6,817,001
Netherlands 5,469,195 158,585 5,627,780
Taiwan 4,486,342 515,925 5,002,267
Other Countries 12,282,860 7,552,660 19,835,520
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents 19,700,991 19,700,991
Non - U.S. Sovereign Debt 136,709,396 136,709,396
Municipal Bonds 4,605,362 4,605,362
U.S. Corporate Bonds 65,654,695 65,654,695
Residential Mortgage-Backed Securities 37,535,365 37,535,365
Commercial Mortgage-Backed Securities 3,483,856 3,483,856
Asset-Backed Securities (including CDOs) 2,756,033 2,756,033
Foreign Bonds 66,740,962 66,740,962
Mutual Funds 37,119,815 37,119,815
Total $219,673,234 $357,225,551 $— $576,898,785
Other Financial Instruments        
Futures Contracts – Assets $1,037,754 $965,950 $— $2,003,704
Futures Contracts – Liabilities (2,073,212) (584,059) (2,657,271)
Forward Foreign Currency Exchange Contracts – Assets 10,650,230 10,650,230
Forward Foreign Currency Exchange Contracts – Liabilities (12,313,216) (12,313,216)
Swap Agreements – Assets 3,512,618 3,512,618
Swap Agreements – Liabilities (4,288,371) (4,288,371)
For further information regarding security characteristics, see the Portfolio of Investments.
Inflation-Adjusted Debt Securities — The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Derivatives — The fund uses derivatives in an attempt to adjust exposure to markets, asset classes, and currencies based on the adviser’s assessment of the relative attractiveness of such markets, asset classes, and currencies. Derivatives are used to increase or decrease the fund’s exposure to markets, asset classes, or currencies resulting from the fund’s individual security selections, and to expose the fund to markets, asset classes, or currencies in which the fund’s individual security selection has resulted in little or no exposure. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase or decrease market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by the fund during the period were written options, purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative
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counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund's period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2020 as reported in the Statement of Assets and Liabilities:
    Fair Value (a)
Risk Derivative Contracts Asset Derivatives Liability Derivatives
Interest Rate Interest Rate Futures $278,776 $(606,226)
Equity Equity Futures 1,724,928 (2,051,045)
Equity Purchased Equity Options 59,165
Interest Rate Purchased Interest Rate Options 492,980
Foreign Exchange Forward Foreign Currency Exchange Contracts 10,650,230 (12,313,216)
Interest Rate Interest Rate Swaps 3,512,618 (4,267,832)
Credit Credit Default Swaps (20,539)
Total   $16,718,697 $(19,258,858)
(a) The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the fund's Statement of Assets and Liabilities. Values presented in this table for futures contracts and cleared swap agreements correspond to the values reported in the fund's Portfolio of Investments. Only the current day net variation margin for futures contracts and cleared swap agreements is separately reported within the fund's Statement of Assets and Liabilities.
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:
Risk Futures
Contracts
Swap
Agreements
Forward Foreign
Currency
Exchange
Contracts
Unaffiliated Issuers
(Purchased
Options)
Written
Options
Interest Rate $(8,434,280) $3,912,152 $— $ $—
Foreign Exchange (8,473,306)
Credit 1,976,603 (266,003) 13,971
Equity (10,721,738) 13,845
Total $(19,156,018) $5,888,755 $(8,473,306) $(252,158) $13,971
The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:
Risk Futures
Contracts
Swap
Agreements
Forward Foreign
Currency
Exchange
Contracts
Unaffiliated Issuers
(Purchased
Options)
Interest Rate $(2,111,179) $(1,191,417) $— $155,630
Foreign Exchange 206,279
Equity 987,499 78,675
Credit (1,504)
Total $(1,123,680) $(1,192,921) $206,279 $234,305
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
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Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund's custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund's collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
The following table presents the fund's derivative assets and liabilities (by type) on a gross basis as of December 31, 2020:
Gross Amounts of: Derivative Assets Derivative Liabilities
Futures Contracts (a) $— $(227,580)
Uncleared Swaps, at value (20,539)
Cleared Swap Agreements (a) (59,912)
Forward Foreign Currency Exchange Contracts 10,650,230 (12,313,216)
Purchased Options 552,145
Total Gross Amount of Derivative Assets
and Liabilities Presented in the
Statement of Assets & Liabilities
$11,202,375 $(12,621,247)
Less: Derivatives Assets and Liabilities Not Subject
to a Master Netting Agreement or
Similar Arrangement
720,750 (1,094,283)
Total Gross Amount of Derivative Assets and
Liabilities Subject to a Master Netting Agreement or
Similar Arrangement
$10,481,625 $(11,526,964)
(a) The amount presented here represents the fund's current day net variation margin for futures contracts and for cleared swaps agreements. This amount, which is recognized within the fund's Statement of Assets and Liabilities, differs from the fair value of the futures contracts and cleared swap agreements which is presented in the tables that follow the fund's Portfolio of Investments.
The following table presents (by counterparty) the fund's derivative assets net of amounts available for offset under Master Netting Agreements (or similar arrangements) and net of the related collateral held by the fund at December 31, 2020:
    Amounts Not Offset in the
Statement of Assets & Liabilities
  Gross Amount
of Derivative
Assets Subject
to a Master
Netting
Agreement (or
Similar
Arrangement)
by Counterparty
Financial
Instruments
Available
for Offset
Financial
Instruments
Collateral
Received (b)
Cash
Collateral
Received (b)
Net Amount
of Derivative
Assets by
Counterparty
Barclays Bank PLC $303,924 $(195,413) $— $— $108,511
Brown Brothers Harriman Co. 392,043 (332,677) 59,366
Citibank N.A. 2,057,839 (1,355,698) (620,000) 82,141
Goldman Sachs International 4,974,846 (4,974,846)
JPMorgan Chase Bank N.A. 2,126,967 (2,126,967)
Merrill Lynch International 626,006 (132,695) (430,000) 63,311
Total $10,481,625 $(9,118,296) $— $(1,050,000) $313,329
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The following table presents (by counterparty) the fund's derivative liabilities net of amounts available for offset under Master Netting Agreements (or similar arrangements) and net of the related collateral pledged by the fund at December 31, 2020:
    Amounts Not Offset in the
Statement of Assets & Liabilities
  Gross Amounts
of Derivative
Liabilities Subject
to a Master
Netting
Agreement (or
Similar
Arrangement)
by Counterparty
Financial
Instruments
Available
for Offset
Financial
Instruments
Collateral
Pledged (b)
Cash
Collateral
Pledged (b)
Net Amount
of Derivative
Liabilities by
Counterparty
Barclays Bank PLC $(195,413) $195,413 $— $— $—
Brown Brothers Harriman Co. (332,677) 332,677
Citibank N.A. (1,355,698) 1,355,698
Goldman Sachs International (5,208,394) 4,974,846 233,548
JPMorgan Chase Bank N.A. (4,295,719) 2,126,967 2,168,752
Merrill Lynch International (132,695) 132,695
Morgan Stanley Capital Services, Inc. (6,368) (6,368)
Total $(11,526,964) $9,118,296 $— $2,402,300 $(6,368)
(b) The amount presented here may be less than the total amount of collateral (received)/pledged as the excess collateral (received)/pledged is not shown for purposes of this presentation.
Written Options — In exchange for a premium, the fund wrote call options on securities for which it anticipated the price would decline and also wrote put options on securities for which it anticipated the price would increase. At the time the option was written, the fund believed the premium received exceeded the potential loss that could result from adverse price changes in the options’ underlying securities. In a written option, the fund as the option writer grants the buyer the right to purchase from, or sell to, the fund a specified number of shares or units of a particular security, currency or index at a specified price within a specified period of time.
The premium received is initially recorded as a liability in the Statement of Assets and Liabilities. The option is subsequently marked-to-market daily with the difference between the premium received and the market value of the written option being recorded as unrealized appreciation or depreciation. When a written option expires, the fund realizes a gain equal to the amount of the premium received. The difference between the premium received and the amount paid on effecting a closing transaction is considered a realized gain or loss. When a written call option is exercised, the premium received is offset against the proceeds to determine the realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the fund.
At the initiation of the written option contract, for exchange traded options, the fund is required to deposit securities or cash as collateral with the custodian for the benefit of the broker or directly with the clearing broker, based on the type of option. For uncleared options, the fund may post collateral subject to the terms of an ISDA Master Agreement as generally described above if the market value of the options contract moves against it. The fund, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. Losses from writing options can exceed the premium received and can exceed the potential loss from an ordinary buy and sell transaction. Although the fund’s market risk may be significant, the maximum counterparty credit risk to the fund is equal to the market value of any collateral posted to the broker. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above.
Purchased Options — The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or currency to be acquired or increase the fund’s exposure to an underlying instrument. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund's exposure to an underlying instrument.
The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased call and put options which have expired are treated as
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realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased call option, the premium paid is added to the cost of the security or financial instrument purchased. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.
Whether or not the option is exercised, the fund's maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Futures Contracts — The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Forward Foreign Currency Exchange Contracts — The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.
Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Swap Agreements — During the period the fund entered into swap agreements. Swap agreements generally involve a periodic exchange of cash payments on a net basis, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. Certain swap agreements may be entered into as a bilateral contract (“uncleared swaps”) while others are required to be centrally cleared (“cleared swaps”). In a cleared swap transaction, the ultimate counterparty to the transaction is a clearinghouse (the “clearinghouse”). The contract is transferred and accepted by the clearinghouse immediately following execution of the swap contract with an executing broker. Thereafter, throughout the term of the cleared swap, the fund interfaces indirectly with the clearinghouse through a clearing broker and has counterparty risk to the clearing broker as well.
Both cleared and uncleared swap agreements are marked to market daily. The value of uncleared swap agreements is reported in the Statement of Assets and Liabilities as “Uncleared swaps, at value” which includes any related interest accruals to be paid or received by the fund. For cleared swaps, payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the cleared swap, such that only the current day net receivable or payable for variation margin is reported in the Statement of Assets and Liabilities.
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For both cleared and uncleared swaps, the periodic exchange of net cash payments, at specified intervals or upon the occurrence of specified events as stipulated by the agreement, is recorded as realized gain or loss on swap agreements in the Statement of Operations. Premiums paid or received at the inception of the agreements are amortized using the effective interest method over the term of the agreement as realized gain or loss on swap agreements in the Statement of Operations. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations. The change in unrealized appreciation or depreciation on swap agreements in the Statement of Operations reflects the aggregate change over the reporting period in the value of swaps net of any unamortized premiums paid or received.
Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. The fund's maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract's remaining life, to the extent that the amount is positive. To address counterparty risk, uncleared swap agreements are limited to only highly-rated counterparties. Risk is further reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. The fund's counterparty risk due to cleared swaps is mitigated by the fact that the clearinghouse is the true counterparty to the transaction and the regulatory requirement safeguards in the event of a clearing broker bankruptcy.
The fund entered into interest rate swap agreements in order to manage its exposure to interest or foreign exchange rate fluctuations. Interest rate swap agreements involve the periodic exchange of cash flows, between the fund and a counterparty, based on the difference between two interest rates applied to a notional principal amount. The two interest rates exchanged may either be a fixed rate and a floating rate or two floating rates based on different indices.
The fund entered into credit default swap agreements in order to manage its exposure to the market or certain sectors of the market, to reduce its credit risk exposure to defaults of corporate and sovereign issuers or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. In a credit default swap agreement, the protection buyer can make an upfront payment and will make a stream of payments to the protection seller based on a fixed percentage applied to the agreement notional amount in exchange for the right to receive a specified return upon the occurrence of a defined credit event on the reference obligation (which may be either a single security or a basket of securities issued by corporate or sovereign issuers) and, with respect to the cases where physical settlement applies, the delivery by the buyer to the seller of a defined deliverable obligation. Although agreement-specific, credit events generally consist of a combination of the following: bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium, each as defined in the 2003 ISDA Credit Derivatives Definitions as amended by the relevant agreement. Restructuring is generally not applicable when the reference obligation is issued by a North American corporation and obligation acceleration, obligation default, or repudiation/moratorium are generally only applicable when the reference obligation is issued by a sovereign entity or an entity in an emerging country. Upon determination of the final price for the deliverable obligation (or upon delivery of the deliverable obligation in the case of physical settlement), the difference between the value of the deliverable obligation and the swap agreement’s notional amount is recorded as realized gain or loss on swap agreements in the Statement of Operations.
Credit default swap agreements are considered to have credit-risk-related contingent features since they trigger payment by the protection seller to the protection buyer upon the occurrence of a defined credit event. The maximum amount of future, undiscounted payments that the fund, as protection seller, could be required to make is equal to the swap agreement’s notional amount. The protection seller’s payment obligation would be offset to the extent of the value of the agreement’s deliverable obligation. At December 31, 2020, the fund did not hold any credit default swap agreements at an unrealized loss where it is the protection seller. The fund’s maximum risk of loss from counterparty risk, either as the protection seller or as the protection buyer, is the fair value of the agreement.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from
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collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Some securities may be purchased or sold on an extended settlement basis, which means that the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the customary settlement period. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted upward or downward based on the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond is generally recorded as an increase or decrease in interest income, respectively, even though the adjusted principal is not received until maturity. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.
The fund may purchase or sell mortgage-backed securities on a “To Be Announced” (TBA) basis. A TBA transaction is subject to extended settlement and typically does not designate the actual security to be delivered, but instead includes an approximate principal amount. The price of the TBA security and the date that it will be settled are fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations and no interest accrues to the fund until settlement takes place. TBA purchase and sale commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy and included in TBA purchase and TBA sale commitments in the Statement of Assets and Liabilities. Losses may arise as a result of changes in the value of the TBA investment prior to settlement date or due to counterparty non-performance. At the time that it enters into a TBA transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments.
The fund may also enter into mortgage dollar rolls, typically TBA dollar rolls, in which the fund sells TBA mortgage-backed securities to financial institutions and simultaneously agrees to repurchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase, the fund will not be entitled to receive interest and principal payments on the securities sold. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions. Dollar roll transactions involve the risk that the market value of the securities that the fund is required to purchase may decline below the agreed upon repurchase price of those securities.
To mitigate the counterparty credit risk on TBA transactions, mortgage dollar rolls, and other types of forward settling mortgage-backed and asset-backed security transactions, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the
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non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
For mortgage-backed and asset-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and an amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund's collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to amortization and accretion of debt securities, wash sale loss deferrals, straddle loss deferrals, and derivative transactions.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $27,045,497 $15,531,343
Long-term capital gains 7,452,050 13,895,175
Total distributions $34,497,547 $29,426,518
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 12/31/20  
Cost of investments $485,587,292
Gross appreciation 91,062,741
Gross depreciation (2,843,554)
Net unrealized appreciation (depreciation) $88,219,187
Undistributed ordinary income 10,621,861
Undistributed long-term capital gain 18,479,245
Other temporary differences 174,564
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
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Notes to Financial Statements  - continued
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $2,739,813   $2,333,315
Service Class 31,757,734   27,093,203
Total $34,497,547   $29,426,518
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $300 million 0.75%
In excess of $300 million and up to $2.5 billion 0.675%
In excess of $2.5 billion 0.65%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $61,129, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.70% of the fund's average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.90% of average daily net assets for the Initial Class shares and 1.15% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $11,699, which equated to 0.0021% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $348.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0151% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
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Notes to Financial Statements  - continued
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $88,818 and $1,017,931, respectively. The sales transactions resulted in net realized gains (losses) of $119,342.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:
  Purchases Sales
U.S. Government securities $173,328,212 $210,529,140
Non-U.S. Government securities 468,736,459 502,191,774
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 100,173 $1,507,014   95,554 $1,481,687
Service Class 1,140,931 17,184,459   176,097 2,697,085
  1,241,104 $18,691,473   271,651 $4,178,772
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 183,634 $2,739,813   153,609 $2,333,315
Service Class 2,167,763 31,757,734   1,814,682 27,093,203
  2,351,397 $34,497,547   1,968,291 $29,426,518
Shares reacquired          
Initial Class (440,732) $(6,677,947)   (597,095) $(9,219,482)
Service Class (4,551,744) (67,789,585)   (5,563,506) (84,770,507)
  (4,992,476) $(74,467,532)   (6,160,601) $(93,989,989)
Net change          
Initial Class (156,925) $(2,431,120)   (347,932) $(5,404,480)
Service Class (1,243,050) (18,847,392)   (3,572,727) (54,980,219)
  (1,399,975) $(21,278,512)   (3,920,659) $(60,384,699)
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $3,110 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
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Notes to Financial Statements  - continued
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $31,339,464 $250,791,179 $245,012,499 $1,657 $14 $37,119,815
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $129,855 $—
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS Global Tactical Allocation Portfolio
Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Global Tactical Allocation Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Tactical Allocation Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
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Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
Pilar Gomez-Bravo
Steven Gorham
Andy Li
Vipin Narula
Benjamin Nastou
Henry Peabody
Robert Persons
Jonathan Sage
Natalie Shapiro
Robert Spector
Erik Weisman
 
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Board Review of Investment Advisory Agreement
MFS Global Tactical Allocation Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 2nd quintile for each of the one- and three–year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $300 million and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $8,198,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 9.29% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).
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FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
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Table of Contents

Annual Report

December 31, 2020

 

LOGO

 

MFS® Government Securities Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

GSS-ANN


Table of Contents

MFS® Government Securities Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      3  
Performance summary      4  
Expense table      6  
Portfolio of investments      7  
Statement of assets and liabilities      12  
Statement of operations      13  
Statements of changes in net assets      14  
Financial highlights      15  
Notes to financial statements      17  
Report of independent registered public accounting firm      25  
Trustees and officers      26  
Board review of investment advisory agreement      29  
Proxy voting policies and information      31  
Quarterly portfolio disclosure      31  
Further information      31  
Information about fund contracts and legal claims      31  
Federal tax information      31  
MFS® privacy notice      32  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

MFS Government Securities Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS Government Securities Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure (i)

 

LOGO

 

Fixed income sectors (i)  
Mortgage-Backed Securities     56.6%  
U.S. Treasury Securities     28.2%  
U.S. Government Agencies     7.2%  
Municipal Bonds     3.2%  
Commercial Mortgage-Backed Securities     3.1%  
Investment Grade Corporates     1.7%  
Collateralized Debt Obligations     1.4%  
Non-U.S. Government Bonds     0.4%  
Asset-Backed Securities (o)     0.0%  
Composition including fixed income credit quality (a)(i)

 

AAA     3.7%  
AA     2.5%  
A     3.0%  
BBB     0.6%  
U.S. Government     22.3%  
Federal Agencies     63.8%  
Not Rated     5.9%  
Cash & Cash Equivalents     4.1%  
Other     (5.9)%  
Portfolio facts (i)  
Average Duration (d)     5.1  
Average Effective Maturity (m)     6.8 yrs.  
 
(a)   For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives that have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d)   Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.
(i)   For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m)   In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o)   Less than 0.1%.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS Government Securities Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS Government Securities Portfolio (fund) provided a total return of 6.38%, while Service Class shares of the fund provided a total return of 6.12%. These compare with a return of 6.36% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. Government/Mortgage Bond Index.

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Factors Affecting Performance

Relative to the Bloomberg Barclays U.S. Government/Mortgage Bond Index, the fund’s underweight allocation to the treasury sector detracted from relative performance.

On the positive side, favorable security selection within the mortgage-backed securities (MBS) and treasury sectors, and the fund’s out-of-benchmark exposure to commercial mortgage-backed securities (CMBS), contributed to relative returns. Yield curve (y) positioning, particularly the fund’s lesser exposure to shifts in the long end (centered around maturities of 30 years) of the yield curve, was another area of relative strength.

Respectfully,

Portfolio Manager(s)

Geoffrey Schechter and Jake Stone

 

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS Government Securities Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr     
    Initial Class    6/12/85      6.38%      3.29%      2.88%    
    Service Class    8/24/01      6.12%      3.03%      2.63%    
Comparative benchmark(s)                 
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)      6.36%      3.49%      3.16%     

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

Bloomberg Barclays U.S. Government/Mortgage Bond Index (a) – measures debt issued by the U.S. Government, and its agencies, as well as mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

It is not possible to invest directly in an index.

 

(a)

BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

 

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MFS Government Securities Portfolio

 

Performance Summary – continued

 

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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MFS Government Securities Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.58%        $1,000.00        $1,004.11        $2.92  
  Hypothetical (h)      0.58%        $1,000.00        $1,022.22        $2.95  
Service Class   Actual      0.83%        $1,000.00        $1,002.84        $4.18  
  Hypothetical (h)      0.83%        $1,000.00        $1,020.96        $4.22  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

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MFS Government Securities Portfolio

 

PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
BONDS – 95.6%     
Airport Revenue – 0.1%

 

 
New York Transportation Development Corp., Special Facility Taxable Rev. (Terminal 4 John F. Kennedy International Airport Project), “B”, 1.36%, 12/01/2021    $ 140,000     $ 140,090  
New York Transportation Development Corp., Special Facility Taxable Rev. (Terminal 4 John F. Kennedy International Airport Project), “B”, 1.61%, 12/01/2022      130,000       130,274  
    

 

 

 
     $ 270,364  
    

 

 

 
Asset-Backed & Securitized – 4.6%     
Bancorp Commercial Mortgage Trust, 2019-CRE6, “A”, FLR, 1.208% (LIBOR -1mo. + 1.05%), 9/15/2036 (n)    $ 1,190,327     $ 1,187,314  
Benchmark Mortgage Trust, 2020-B18, “A5”, 1.925%, 7/15/2053      1,283,582       1,323,638  
Capital Automotive, 2020-1A, “A4”, REIT, 3.19%, 2/15/2050 (n)      269,127       277,337  
Citigroup Commercial Mortgage Trust, 2019-C7, “A4”, 3.102%, 12/15/2072      403,746       455,498  
Citigroup Commercial Mortgage Trust, 2019-XA, “C7”, 0.878%, 12/15/2072 (i)(n)      4,448,802       287,228  
Commercial Mortgage Pass-Through Certificates, 2020-BN28, “A4”, 1.844%, 3/15/2063      390,781       399,639  
Commercial Mortgage Pass-Through Certificates, 2020-BN29, “A4”, 1.997%, 11/15/2053      751,414       776,044  
Commercial Mortgage Pass-Through Certificates, 2020-BN30, “A4”, 1.925%, 12/10/2053      716,000       734,812  
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048      1,136,000       1,244,641  
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51%, 9/10/2050      1,414,455       1,604,717  
CSAIL Commercial Mortgage Trust, 2015-C2, “A4”, 3.504%, 6/15/2057      144,366       158,889  
GS Mortgage Securities Trust, 2015-GC30, “A4”, 3.382%, 5/10/2050      1,965,000       2,169,307  
GS Mortgage Securities Trust, 2015-GC32, “A2”, 3.062%, 7/10/2048      118,568       119,238  
GS Mortgage Securities Trust, 2020-GC45, “A5”, 2.91%, 2/13/2053      741,658       820,967  
Loomis, Sayles & Co., CLO, 2015-2A, “A2R”, FLR, 1.636% (LIBOR - 3mo. + 1.4%), 4/15/2028 (n)      1,489,774       1,476,937  
Madison Park Funding Ltd., 2014-13A, “BR2”, FLR, 1.717% (LIBOR - 3mo. + 1.5%), 4/19/2030 (n)      1,572,067       1,574,387  
MF1 Multi-Family Housing Mortgage Loan Trust, 2020-FL4, “A”, FLR, 1.858% (LIBOR - 1mo. + 1.7%), 11/15/2035 (n)      836,000       836,716  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Asset-Backed & Securitized – continued

 

 
Morgan Stanley Bank of America Merrill Lynch Trust, 2017-C34, “A4”, 3.536%, 11/15/2052    $ 415,862     $ 472,063  
Morgan Stanley Capital I Trust, 2018-H4, “XA”, 0.859%, 12/15/2051 (i)      6,220,558       340,414  
Neuberger Berman CLO Ltd., 2015-20, “AR”, FLR, 1.036% (LIBOR - 3mo. + 0.8%), 1/15/2028 (n)      481,672       479,070  
Palmer Square Loan Funding Ltd., 2020-1A, “A2”, FLR, 1.574% (LIBOR -3mo. + 1.35%), 2/20/2028 (n)      680,583       671,329  
Symphony CLO Ltd., 2016-17A, “BR”, FLR, 1.436% (LIBOR - 3mo. + 1.2%), 4/15/2028 (n)      1,332,260       1,316,915  
UBS Commercial Mortgage Trust, 2017-C1, “A4”, 3.544%, 11/15/2050      1,133,267       1,296,270  
Wells Fargo Commercial Mortgage Trust, 2018-C48, “XA”, 0.947%, 1/15/2052 (i)(n)      3,710,951       229,181  
Wells Fargo Commercial Mortgage Trust, 2020-C58, “A4”, 2.092%, 7/15/2053      458,000       476,534  
    

 

 

 
     $ 20,729,085  
    

 

 

 
Automotive – 0.1%     
Hyundai Capital America, 2.375%, 2/10/2023 (n)    $ 405,000     $ 417,379  
    

 

 

 
Consumer Services – 0.1%     
Conservation Fund, 3.474%, 12/15/2029    $ 563,000     $ 609,159  
    

 

 

 
Industrial – 0.1%     
Howard University, Washington D.C., 2.738%, 10/01/2022    $ 98,000     $ 100,961  
Howard University, Washington D.C., 2.801%, 10/01/2023      108,000       112,120  
Howard University, Washington D.C., AGM, 2.638%, 10/01/2021      93,000       93,808  
Howard University, Washington D.C., AGM, 2.416%, 10/01/2024      119,000       123,362  
Howard University, Washington D.C., AGM, 2.516%, 10/01/2025      147,000       153,018  
    

 

 

 
     $ 583,269  
    

 

 

 
Major Banks – 0.1%     
UBS Group AG, 3.491%, 5/23/2023 (n)    $ 565,000     $ 587,936  
    

 

 

 
Medical & Health Technology & Services – 0.9%

 

 
Montefiore Obligated Group, AGM, 5.246%, 11/01/2048    $ 2,012,000     $ 2,612,477  
ProMedica Toledo Hospital, “B”, AGM, 5.325%, 11/15/2028      879,000       1,057,462  
ProMedica Toledo Hospital, “B”, AGM, 5.75%, 11/15/2038      246,000       294,780  
    

 

 

 
     $ 3,964,719  
    

 

 

 
 

 

7


Table of Contents

MFS Government Securities Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued

 

Mortgage-Backed – 56.5%     
Fannie Mae, 5%, 2/01/2021 - 3/01/2041    $ 3,732,765     $ 4,319,497  
Fannie Mae, 6%, 2/01/2021 - 7/01/2037      556,368       654,234  
Fannie Mae, 2.56%, 10/01/2021      217,104       218,357  
Fannie Mae, 5.5%, 5/01/2022 - 3/01/2038      5,437,599       6,360,328  
Fannie Mae, 2.152%, 1/25/2023      945,311       968,113  
Fannie Mae, 2.73%, 4/01/2023      469,079       487,000  
Fannie Mae, 2.41%, 5/01/2023      592,068       612,111  
Fannie Mae, 2.55%, 5/01/2023      508,868       527,423  
Fannie Mae, 2.59%, 5/01/2023      325,328       337,449  
Fannie Mae, 4.5%, 5/01/2025 - 6/01/2044      9,606,082       10,728,741  
Fannie Mae, 3.5%, 5/25/2025 - 7/01/2046      8,289,318       8,990,577  
Fannie Mae, 2.28%, 11/01/2026      251,662       269,823  
Fannie Mae, 2.583%, 12/25/2026      1,032,000       1,132,078  
Fannie Mae, 3.045%, 3/25/2028      1,276,000       1,450,928  
Fannie Mae, 4%, 3/25/2028 - 2/01/2045      16,698,938       18,259,910  
Fannie Mae, 3%, 11/01/2028 - 5/25/2053      17,442,735       18,635,368  
Fannie Mae, 6.5%, 9/01/2031 - 10/01/2037      472,256       548,249  
Fannie Mae, 2.5%, 11/01/2031 - 12/01/2050      4,712,074       4,959,574  
Fannie Mae, 3.5%, 12/25/2031 - 2/25/2036 (i)      523,108       54,436  
Fannie Mae, 3%, 2/25/2033 (i)      525,742       57,626  
Fannie Mae, 2%, 10/25/2040 - 4/25/2046      1,098,331       1,128,345  
Fannie Mae, 1.75%, 10/25/2041      1,461,030       1,496,009  
Fannie Mae, 2.75%, 9/25/2042      597,619       625,868  
Fannie Mae, TBA, 1.5%, 1/16/2036 - 1/14/2051      3,825,000       3,882,091  
Fannie Mae, TBA, 3%, 1/16/2036 - 2/12/2051      5,100,000       5,345,516  
Fannie Mae, TBA, 2%, 1/25/2036 - 2/12/2051      19,025,000       19,757,587  
Fannie Mae, TBA, 2.5%, 1/25/2036 - 2/25/2051      13,375,000       14,081,287  
Fannie Mae, TBA, 3.5%, 1/14/2051      4,725,000       4,993,975  
Fannie Mae, TBA, 4%, 1/25/2051      2,900,000       3,096,878  
Freddie Mac, 6%, 5/01/2021 - 10/01/2038      1,628,866       1,892,969  
Freddie Mac, 5%, 12/01/2021 - 12/01/2044      1,989,941       2,301,927  
Freddie Mac, 5.5%, 5/01/2022 - 6/01/2041      1,192,699       1,399,493  
Freddie Mac, 4.5%, 11/01/2022 - 5/01/2042      1,614,633       1,798,042  
Freddie Mac, 2.51%, 11/25/2022      2,326,000       2,401,820  
Freddie Mac, 3.32%, 2/25/2023      1,993,000       2,107,642  
Freddie Mac, 3.25%, 4/25/2023      3,500,000       3,703,402  
Freddie Mac, 3.06%, 7/25/2023      326,000       346,245  
Freddie Mac, 0.879%, 4/25/2024 (i)      14,361,294       329,783  
Freddie Mac, 0.604%, 7/25/2024 (i)      17,333,748       285,385  
Freddie Mac, 3.064%, 8/25/2024      1,703,107       1,842,940  
Freddie Mac, 2.67%, 12/25/2024      3,924,000       4,239,086  
Freddie Mac, 2.811%, 1/25/2025      3,025,000       3,289,143  
Freddie Mac, 3.329%, 5/25/2025      3,082,000       3,432,698  
Freddie Mac, 4%, 7/01/2025 - 4/01/2044      1,500,842       1,633,791  
Freddie Mac, 3.01%, 7/25/2025      904,000       997,221  
Freddie Mac, 3.5%, 1/15/2027 - 10/25/2058      18,987,616       20,522,774  
Freddie Mac, 1.367%, 3/25/2027 (i)      1,030,000       80,016  
Issuer    Shares/Par     Value ($)  
BONDS – continued

 

Mortgage-Backed – continued     
Freddie Mac, 0.576%, 7/25/2027 (i)    $ 29,841,518     $ 1,033,800  
Freddie Mac, 0.432%, 8/25/2027 (i)      24,808,039       658,515  
Freddie Mac, 3.187%, 9/25/2027      3,000,000       3,435,501  
Freddie Mac, 0.29%, 1/25/2028 (i)      42,657,479       883,262  
Freddie Mac, 0.302%, 1/25/2028 (i)      17,573,157       374,006  
Freddie Mac, 0.133%, 2/25/2028 (i)      49,700,691       544,372  
Freddie Mac, 2.5%, 3/15/2028      177,226       183,601  
Freddie Mac, 0.118%, 4/25/2028 (i)      31,953,750       327,210  
Freddie Mac, 3%, 6/15/2028 - 2/25/2059      17,144,460       18,523,870  
Freddie Mac, 3.926%, 7/25/2028      1,439,000       1,728,454  
Freddie Mac, 3.92%, 9/25/2028      325,000       390,850  
Freddie Mac, 1.089%, 7/25/2029 (i)      4,433,570       368,027  
Freddie Mac, 1.144%, 8/25/2029 (i)      7,707,514       669,816  
Freddie Mac, 1.799%, 4/25/2030 (i)      1,602,831       242,904  
Freddie Mac, 1.868%, 4/25/2030 (i)      4,034,514       621,376  
Freddie Mac, 1.662%, 5/25/2030 (i)      2,174,913       302,810  
Freddie Mac, 1.796%, 5/25/2030 (i)      4,905,689       731,401  
Freddie Mac, 1.342%, 6/25/2030 (i)      1,983,331       228,525  
Freddie Mac, 1.6%, 8/25/2030 (i)      1,814,781       249,627  
Freddie Mac, 1.169%, 9/25/2030 (i)      1,149,690       119,222  
Freddie Mac, 1.081%, 11/25/2030 (i)      2,249,951       218,832  
Freddie Mac, 6.5%, 8/01/2032 - 5/01/2037      313,501       360,219  
Freddie Mac, 5.5%, 2/15/2036 (i)      136,799       25,997  
Freddie Mac, 4.5%, 12/15/2040 (i)      54,625       5,201  
Freddie Mac, 1.75%, 8/15/2041      419,636       429,808  
Freddie Mac, 2%, 5/25/2060      295,974       304,741  
Ginnie Mae, 5.5%, 7/15/2033 - 1/20/2042      1,055,307       1,215,965  
Ginnie Mae, 5.701%, 8/20/2034      383,596       439,470  
Ginnie Mae, 5.889%, 1/20/2039      511,015       597,955  
Ginnie Mae, 4%, 5/16/2039 - 7/20/2041      1,183,887       1,289,946  
Ginnie Mae, 4.5%, 8/15/2039 - 9/20/2041      2,778,367       3,150,278  
Ginnie Mae, 3.5%, 10/20/2041 (i)      221,573       17,988  
Ginnie Mae, 3.5%, 12/15/2041 - 6/20/2043      3,530,320       3,877,698  
Ginnie Mae, 2.5%, 6/20/2042 - 12/20/2050      4,039,158       4,280,978  
Ginnie Mae, 4%, 8/16/2042 (i)      250,547       34,327  
Ginnie Mae, 2.25%, 9/20/2043      390,765       397,445  
Ginnie Mae, 3%, 4/20/2045 - 9/20/2050      8,010,215       8,490,943  
Ginnie Mae, 5.87%, 4/20/2058      18,777       21,866  
Ginnie Mae, 0.617%, 2/16/2059 (i)      1,525,764       73,109  
Ginnie Mae, TBA, 2.5%, 1/21/2051 - 2/20/2051      4,100,000       4,334,764  
Ginnie Mae, TBA, 3%, 1/21/2051      450,000       470,509  
Ginnie Mae, TBA, 3.5%, 1/21/2051      2,025,000       2,146,041  
Ginnie Mae, TBA, 4%, 1/21/2051      250,000       266,529  
Ginnie Mae, TBA, 2%, 2/20/2051      3,700,000       3,862,448  
    

 

 

 
     $ 254,513,961  
    

 

 

 
Municipals – 3.4%     
California Department of Water Resources Rev. (Central Valley Project Water System), “BC”, 1.409%, 12/01/2029    $ 565,000     $ 566,203  
California Earthquake Authority Rev., “B”, 1.227%, 7/01/2021      95,000       95,064  
California Earthquake Authority Rev., “B”, 1.327%, 7/01/2022      295,000       295,891  
 

 

8


Table of Contents

MFS Government Securities Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Municipals – continued     
California Earthquake Authority Rev., “B”, 1.477%, 7/01/2023    $ 210,000     $ 211,457  
Enel Finance International N.V., 2.875%, 5/25/2022 (n)      1,518,000       1,566,185  
Florida State Board of Administration Finance Corp. Rev., “A”, 1.705%, 7/01/2027      800,000       830,392  
Illinois Sales Tax Securitization Corp., Second Lien, “B”, BAM, 3.411%, 1/01/2043      855,000       907,506  
Massachusetts Educational Financing Authority, Education Loan Rev., “A”, 2.562%, 7/01/2026      70,000       70,652  
Massachusetts Educational Financing Authority, Education Loan Rev., “A”, 2.682%, 7/01/2027      335,000       339,499  
Michigan Finance Authority Hospital Rev. (Trinity Health Credit Group), 3.384%, 12/01/2040      825,000       929,758  
Michigan Finance Authority Tobacco Settlement Asset-Backed Rev. (2006 Sold Tobacco Receipts), “A-1”, 2.326%, 6/01/2030      410,000       414,428  
New Jersey Economic Development Authority State Pension Funding Rev., Capital Appreciation, “B”, AGM, 0%, 2/15/2023      4,114,000       4,051,920  
Philadelphia, PA, School District, “A”, AGM, 5.995%, 9/01/2030      960,000       1,257,494  
Port Authority of NY & NJ, “AAA”, 1.086%, 7/01/2023      745,000       756,100  
Port Oakland, CA, Senior Lien Refunding Taxable Rev., “R”, 1.081%, 5/01/2024      200,000       201,582  
Port Oakland, CA, Senior Lien Refunding Taxable Rev., “R”, 1.517%, 5/01/2026      295,000       298,950  
Texas Transportation Commission, Central Texas Turnpike System First Tier Refunding Rev., Taxable, “B”, 1.98%, 8/15/2042      690,000       696,500  
University of California, General Taxable Rev., “BG”, 1.614%, 5/15/2030      1,480,000       1,495,570  
West Virginia Tobacco Settlement Financing Authority Asset-Backed Refunding, “A-1”, 1.497%, 6/01/2024      280,000       280,944  
West Virginia Tobacco Settlement Financing Authority Asset-Backed Refunding, “A-1”, 1.647%, 6/01/2025      225,000       225,457  
    

 

 

 
     $ 15,491,552  
    

 

 

 
Supranational – 0.4%     
Inter-American Development Bank, 4.375%, 1/24/2044    $ 1,093,000     $ 1,618,404  
    

 

 

 
U.S. Government Agencies and Equivalents – 7.1%

 

AID Tunisia, 2.452%, 7/24/2021    $ 1,444,000     $ 1,462,333  
Federal Home Loan Bank, 2.625%, 12/10/2021      4,800,000       4,912,482  
Federal Home Loan Bank, 3%, 12/10/2021      20,500,000       21,051,615  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
U.S. Government Agencies and Equivalents – continued

 

Small Business Administration, 6.35%, 4/01/2021    $ 5,429     $ 5,466  
Small Business Administration, 6.34%, 5/01/2021      8,635       8,725  
Small Business Administration, 6.44%, 6/01/2021      10,227       10,378  
Small Business Administration, 6.625%, 7/01/2021      25,103       25,286  
Small Business Administration, 6.07%, 3/01/2022      24,230       24,633  
Small Business Administration, 4.98%, 11/01/2023      42,164       44,131  
Small Business Administration, 4.77%, 4/01/2024      121,316       126,661  
Small Business Administration, 5.52%, 6/01/2024      55,902       59,220  
Small Business Administration, 4.99%, 9/01/2024      10,774       11,283  
Small Business Administration, 5.11%, 4/01/2025      83,240       87,937  
Small Business Administration, 2.21%, 2/01/2033      628,150       650,491  
Small Business Administration, 2.22%, 3/01/2033      1,031,962       1,069,127  
Small Business Administration, 3.15%, 7/01/2033      930,456       993,148  
Small Business Administration, 3.16%, 8/01/2033      521,689       557,243  
Small Business Administration, 3.62%, 9/01/2033      340,582       374,402  
Tennessee Valley Authority, 0.75%, 5/15/2025      707,000       715,910  
    

 

 

 
     $ 32,190,471  
    

 

 

 
U.S. Treasury Obligations – 22.2%     
U.S. Treasury Bonds, 7.875%, 2/15/2021    $ 177,000     $ 178,559  
U.S. Treasury Bonds, 6.25%, 8/15/2023      2,891,000       3,353,108  
U.S. Treasury Bonds, 6%, 2/15/2026      2,699,000       3,471,167  
U.S. Treasury Bonds, 6.75%, 8/15/2026      1,862,000       2,514,137  
U.S. Treasury Bonds, 6.375%, 8/15/2027      326,000       449,332  
U.S. Treasury Bonds, 4.5%, 8/15/2039      1,287,500       1,967,360  
U.S. Treasury Bonds, 3.125%, 2/15/2043      8,176,700       10,706,686  
U.S. Treasury Bonds, 2.875%, 5/15/2043      13,519,500       17,062,032  
U.S. Treasury Bonds, 2.5%, 2/15/2045 (f)      21,059,000       25,066,791  
U.S. Treasury Bonds, 2.875%, 11/15/2046      2,917,000       3,719,631  
U.S. Treasury Bonds, TIPS, 0.375%, 1/15/2027      5,928,340       6,613,661  
U.S. Treasury Notes, 1.5%, 9/15/2022      2,500,000       2,558,301  
U.S. Treasury Notes, 0.125%, 9/30/2022      8,770,000       8,770,000  
U.S. Treasury Notes, 2.5%, 5/15/2024      5,385,000       5,802,127  
U.S. Treasury Notes, 2%, 8/15/2025      438,000       471,688  
U.S. Treasury Notes, 2.625%, 12/31/2025      2,800,000       3,113,141  
U.S. Treasury Notes, 1.5%, 2/15/2030      3,800,000       4,017,758  
    

 

 

 
     $ 99,835,479  
    

 

 

 
Total Bonds
(Identified Cost, $400,993,959)
     $ 430,811,778  
    

 

 

 
 

 

9


Table of Contents

MFS Government Securities Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
INVESTMENT COMPANIES (h) – 8.1%

 

 
Money Market Funds – 8.1%     
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $36,456,029)      36,456,029     $ 36,456,029  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – (3.7)%
       (16,659,090
    

 

 

 
NET ASSETS – 100.0%      $ 450,608,717  
    

 

 

 
 

 

(f)   All or a portion of the security has been segregated as collateral for open futures contracts.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $36,456,029 and $430,811,778, respectively.

 

(i)   Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

 

(n)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $10,907,914, representing 2.4% of net assets.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

AGM   Assured Guaranty Municipal

 

AID   U.S. Agency for International Development

 

BAM   Build America Mutual

 

CLO   Collateralized Loan Obligation

 

FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.

 

LIBOR   London Interbank Offered Rate

 

REIT   Real Estate Investment Trust

 

TBA   To Be Announced

 

TIPS   Treasury Inflation Protected Security

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

JPY   Japanese Yen

Derivative Contracts at 12/31/20

Forward Foreign Currency Exchange Contracts

 

Currency Purchased  

Currency Sold

   Counterparty    Settlement Date      Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives           
USD     22,034,485       JPY   2,290,000,000    Goldman Sachs International      1/07/2021        $(144,231
USD     22,001,703       JPY   2,289,000,000    State Street Bank Corp.      1/07/2021        (167,328
                

 

 

 
                   $(311,559
                

 

 

 

 

10


Table of Contents

MFS Government Securities Portfolio

 

Portfolio of Investments – continued

 

Futures Contracts

 

Description    Long/
Short
     Currency      Contracts      Notional
Amount
     Expiration
Date
     Value/
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives                  
Interest Rate Futures                  
U.S. Treasury Bond      Short        USD        102        $17,665,125        March - 2021        $109,593  
U.S. Treasury Note 10 yr      Long        USD        276        38,109,563        March - 2021        64,481  
U.S. Treasury Note 2 yr      Long        USD        29        $6,408,320        March - 2021        $5,335  
U.S. Treasury Ultra Bond      Short        USD        2        427,125        March - 2021        2,165  
                 

 

 

 
                    $181,574  
                 

 

 

 

At December 31, 2020, the fund had liquid securities with an aggregate value of $242,823 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

 

11


Table of Contents

 

MFS Government Securities Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $400,993,959)

     $430,811,778  

Investments in affiliated issuers, at value (identified cost, $36,456,029)

     36,456,029  

Foreign currency, at value (identified cost, $43,999,246)

     44,346,521  

Receivables for

  

TBA sale commitments

     3,731,631  

Fund shares sold

     72,189  

Interest

     1,576,853  

Other assets

     2,436  

Total assets

     $516,997,437  

Liabilities

        

Payables for

  

Forward foreign currency exchange contracts

     $311,559  

Net daily variation margin on open futures contracts

     5,745  

TBA purchase commitments

     65,760,987  

Fund shares reacquired

     217,675  

Payable to affiliates

  

Investment adviser

     11,802  

Administrative services fee

     348  

Shareholder servicing costs

     33  

Distribution and/or service fees

     2,188  

Payable for independent Trustees’ compensation

     196  

Accrued expenses and other liabilities

     78,187  

Total liabilities

     $66,388,720  

Net assets

     $450,608,717  

Net assets consist of

        

Paid-in capital

     $439,118,903  

Total distributable earnings (loss)

     11,489,814  

Net assets

     $450,608,717  

Shares of beneficial interest outstanding

     35,096,592  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $290,412,932        22,574,155        $12.86  

Service Class

     160,195,785        12,522,437        12.79  

See Notes to Financial Statements

 

12


Table of Contents

 

MFS Government Securities Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Interest

     $11,767,346  

Dividends from affiliated issuers

     91,710  

Other

     2,469  

Total investment income

     $11,861,525  

Expenses

  

Management fee

     $2,424,083  

Distribution and/or service fees

     386,536  

Shareholder servicing costs

     6,816  

Administrative services fee

     69,015  

Independent Trustees’ compensation

     8,607  

Custodian fee

     26,646  

Shareholder communications

     25,481  

Audit and tax fees

     65,163  

Legal fees

     3,551  

Miscellaneous

     56,056  

Total expenses

     $3,071,954  

Reduction of expenses by investment adviser

     (121,657

Net expenses

     $2,950,297  

Net investment income (loss)

     $8,911,228  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $4,415,408  

Affiliated issuers

     (2,771

Futures contracts

     (697,714

Forward foreign currency exchange contracts

     32,462  

Net realized gain (loss)

     $3,747,385  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $14,548,476  

Futures contracts

     41,153  

Forward foreign currency exchange contracts

     (347,839

Translation of assets and liabilities in foreign currencies

     351,088  

Net unrealized gain (loss)

     $14,592,878  

Net realized and unrealized gain (loss)

     $18,340,263  

Change in net assets from operations

     $27,251,491  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $8,911,228        $11,546,125  

Net realized gain (loss)

     3,747,385        (695,586

Net unrealized gain (loss)

     14,592,878        19,235,236  

Change in net assets from operations

     $27,251,491        $30,085,775  

Total distributions to shareholders

     $(12,348,081      $(13,609,001

Change in net assets from fund share transactions

     $(26,909,816      $(36,187,602

Total change in net assets

     $(12,006,406      $(19,710,828

Net assets

                 

At beginning of period

     462,615,123        482,325,951  

At end of period

     $450,608,717        $462,615,123  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $12.45          $12.04          $12.39          $12.51          $12.72  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.27          $0.31          $0.30          $0.31          $0.31 (c) 

Net realized and unrealized gain (loss)

       0.52          0.48          (0.25        (0.03        (0.17

Total from investment operations

       $0.79          $0.79          $0.05          $0.28          $0.14  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.38        $(0.38        $(0.40        $(0.40        $(0.35

Net asset value, end of period (x)

       $12.86          $12.45          $12.04          $12.39          $12.51  

Total return (%) (k)(r)(s)(x)

       6.38          6.53          0.47          2.22          1.04 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.61          0.60          0.60          0.60          0.57 (c) 

Expenses after expense reductions (f)

       0.58          0.58          0.59          0.60          0.56 (c) 

Net investment income (loss)

       2.11          2.53          2.45          2.45          2.40 (c) 

Portfolio turnover

       154          47          35          24          48  

Net assets at end of period (000 omitted)

       $290,413          $298,414          $310,387          $364,445          $388,457  

 

Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $12.38          $11.96          $12.31          $12.42          $12.64  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.24          $0.28          $0.26          $0.27          $0.28 (c) 

Net realized and unrealized gain (loss)

       0.52          0.48          (0.24        (0.02        (0.18

Total from investment operations

       $0.76          $0.76          $0.02          $0.25          $0.10  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.35        $(0.34        $(0.37        $(0.36        $(0.32

Net asset value, end of period (x)

       $12.79          $12.38          $11.96          $12.31          $12.42  

Total return (%) (k)(r)(s)(x)

       6.12          6.35          0.17          2.03          0.68 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.86          0.85          0.85          0.85          0.82 (c) 

Expenses after expense reductions (f)

       0.83          0.83          0.84          0.85          0.81 (c) 

Net investment income (loss)

       1.86          2.27          2.20          2.20          2.15 (c) 

Portfolio turnover

       154          47          35          24          48  

Net assets at end of period (000 omitted)

       $160,196          $164,201          $171,938          $212,050          $236,831  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)

Per share data is based on average shares outstanding.

 

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(k)

The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)

Certain expenses have been reduced without which performance would have been lower.

 

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS Government Securities Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and

 

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Notes to Financial Statements – continued

 

financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2     Level 3      Total  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents      $—        $132,025,950       $—        $132,025,950  
Non-U.S. Sovereign Debt             1,618,404              1,618,404  
Municipal Bonds             14,195,731              14,195,731  
U.S. Corporate Bonds             5,574,526              5,574,526  
Residential Mortgage-Backed Securities             254,513,961              254,513,961  
Commercial Mortgage-Backed Securities             14,096,394              14,096,394  
Asset-Backed Securities (including CDOs)             6,632,691              6,632,691  
Foreign Bonds             2,154,121              2,154,121  
Mutual Funds      36,456,029                     36,456,029  
Total      $36,456,029        $430,811,778       $—        $467,267,807  
Other Financial Instruments                           
Futures Contracts – Assets      $181,574        $—       $—        $181,574  
Forward Foreign Currency Exchange
Contracts – Liabilities
            (311,559            (311,559

For further information regarding security characteristics, see the Portfolio of Investments.

Inflation-Adjusted Debt Securities – The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were futures contracts and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

 

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The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2020 as reported in the Statement of Assets and Liabilities:

 

          Fair Value (a)  
Risk    Derivative Contracts    Asset Derivatives      Liability Derivatives  
Interest Rate    Interest Rate Futures      $181,574        $—  
Foreign Exchange    Forward Foreign Currency Exchange Contracts             (311,559
Total         $181,574        $(311,559

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures Contracts      Forward Foreign
Currency
Exchange
Contracts
 
Interest Rate      $(697,714      $—  
Foreign Exchange             32,462  
Total      $(697,714      $32,462  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures Contracts      Forward Foreign
Currency
Exchange
Contracts
 
Interest Rate      $41,153        $—  
Foreign Exchange             (347,839
Total      $41,153        $(347,839

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

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Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Some securities may be purchased or sold on an extended settlement basis, which means that the receipt or delivery of the securities by the fund and related payments occur at a future date, usually beyond the customary settlement period. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted upward or downward based on the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond is generally recorded as an increase or decrease in interest income, respectively, even though the adjusted principal is not received until maturity. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

The fund may purchase or sell mortgage-backed securities on a “To Be Announced” (TBA) basis. A TBA transaction is subject to extended settlement and typically does not designate the actual security to be delivered, but instead includes an approximate principal amount. The price of the TBA security and the date that it will be settled are fixed at the time the transaction is negotiated.

 

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The value of the security varies with market fluctuations and no interest accrues to the fund until settlement takes place. TBA purchase and sale commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy and included in TBA purchase and TBA sale commitments in the Statement of Assets and Liabilities. Losses may arise as a result of changes in the value of the TBA investment prior to settlement date or due to counterparty non-performance. At the time that it enters into a TBA transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments.

The fund may also enter into mortgage dollar rolls, typically TBA dollar rolls, in which the fund sells TBA mortgage-backed securities to financial institutions and simultaneously agrees to repurchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase, the fund will not be entitled to receive interest and principal payments on the securities sold. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions. Dollar roll transactions involve the risk that the market value of the securities that the fund is required to purchase may decline below the agreed upon repurchase price of those securities.

To mitigate the counterparty credit risk on TBA transactions, mortgage dollar rolls, and other types of forward settling mortgage-backed and asset-backed security transactions, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

For mortgage-backed and asset-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and an amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund’s collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to amortization and accretion of debt securities and wash sale loss deferrals.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $12,348,081        $13,609,001  

 

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MFS Government Securities Portfolio

 

Notes to Financial Statements – continued

 

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $440,295,463  
Gross appreciation      27,183,358  
Gross depreciation      (340,999
Net unrealized appreciation (depreciation)      $26,842,359  
Undistributed ordinary income      9,419,231  
Capital loss carryforwards      (25,119,051
Other temporary differences      347,275  

As of December 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(4,330,533
Long-Term      (20,788,518
Total      $(25,119,051

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $8,352,164        $9,062,869  
Service Class      3,995,917        4,546,132  
Total      $12,348,081        $13,609,001  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.55%  
In excess of $1 billion      0.50%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $48,401, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.54% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.58% of average daily net assets for the Initial Class shares and 0.83% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $73,256, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

 

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Notes to Financial Statements – continued

 

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $6,270, which equated to 0.0014% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $546.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0157% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $648,723,111        $684,548,469  
Non-U.S. Government securities      21,912,095        34,073,271  

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     2,525,329        $33,014,801        537,053        $6,670,977  

Service Class

     2,337,906        30,171,357        1,006,833        12,339,768  
     4,863,235        $63,186,158        1,543,886        $19,010,745  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     649,974        $8,352,164        720,419        $9,062,869  

Service Class

     312,425        3,995,917        363,110        4,546,132  
     962,399        $12,348,081        1,083,529        $13,609,001  
Shares reacquired            

Initial Class

     (4,567,529      $(58,895,260      (3,080,526      $(38,269,007

Service Class

     (3,392,174      (43,548,795      (2,477,843      (30,538,341
     (7,959,703      $(102,444,055      (5,558,369      $(68,807,348
Net change            

Initial Class

     (1,392,226      $(17,528,295      (1,823,054      $(22,535,161

Service Class

     (741,843      (9,381,521      (1,107,900      (13,652,441
     (2,134,069      $(26,909,816      (2,930,954      $(36,187,602

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio and the MFS Conservative Allocation Portfolio were the owners of record of approximately 30% and 9%, respectively, of the value of outstanding voting shares of the fund.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of

 

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Notes to Financial Statements – continued

 

credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $2,445 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $6,152,047       $193,622,086       $163,315,333       $(2,771     $—       $36,456,029  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio             $91,710       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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MFS Government Securities Portfolio

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Government Securities Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Government Securities Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships
During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations

During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head –Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Geoffrey Schechter

Jake Stone

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS Government Securities Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

 

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Board Review of Investment Advisory Agreement – continued

 

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS Government Securities Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO


Table of Contents

 

Annual Report

December 31, 2020

 

LOGO

 

MFS® High Yield Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

HYS-ANN


Table of Contents

MFS® High Yield Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      3  
Performance summary      5  
Expense table      7  
Portfolio of investments      8  
Statement of assets and liabilities      16  
Statement of operations      17  
Statements of changes in net assets      18  
Financial highlights      19  
Notes to financial statements      21  
Report of independent registered public accounting firm      28  
Trustees and officers      29  
Board review of investment advisory agreement      32  
Proxy voting policies and information      34  
Quarterly portfolio disclosure      34  
Further information      34  
Information about fund contracts and legal claims      34  
Federal tax information      34  
MFS® privacy notice      35  

 

 

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

MFS High Yield Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS High Yield Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure (i)

 

LOGO

 

Top five industries (i)  
Cable TV     8.5%  
Medical & Health Technology & Services     6.5%  
Gaming & Lodging     5.6%  
Building     4.9%  
Telecommunications – Wireless     4.6%  
Composition including fixed income credit quality (a)(i)

 

BBB     0.9%  
BB     46.1%  
B     31.6%  
CCC     15.7%  
C     0.3%  
D (o)     0.0%  
Not Rated     0.3%  
Non-Fixed Income     0.2%  
Cash & Cash Equivalents     4.9%  
Other (o)     (0.0)%  
Portfolio facts (i)  
Average Duration (d)     2.7  
Average Effective Maturity (m)     3.1 yrs.  
 
(a)   For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. Not Rated includes fixed income securities and fixed income derivatives that have not been rated by any rating agency. Non-Fixed Income includes any equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d)   Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.
(i)   For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m)   In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o)   Less than 0.1%.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS High Yield Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS High Yield Portfolio (fund) provided a total return of 5.09%, while Service Class shares of the fund provided a total return of 4.85%. These compare with a return of 7.05% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index.

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Detractors from Performance

Relative to the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, the fund’s bond selection within the energy, consumer non-cyclicals and technology sectors held back relative performance.

From a quality perspective, security selection within BB rated (r) bonds, and a greater exposure to D rated bonds, weakened relative results.

The fund’s shorter duration (d) stance also hindered relative returns as interest rates generally fell throughout the reporting period.

Top individual detractors for the reporting period included the fund’s overweight exposures to commercial finance services provider Global Aircraft Leasing (financial institutions), petroleum refining company PBF Holding (energy) and crude petroleum and natural gas extraction company Callon Petroleum (h) (energy).

Contributors to Performance

An underweight exposure to the communications, consumer cyclicals and transportation sectors supported relative performance. Additionally, a greater-than-benchmark exposure to the basic industry sector also helped in relative terms.

The fund’s yield curve (y) positioning, particularly the fund’s lesser exposure to shifts in the long end (centered around maturities of 10 or more years) of the yield curve, was another area of relative strength.

Respectfully,

Portfolio Manager(s)

David Cole and Michael Skatrud

 

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MFS High Yield Portfolio

 

Management Review – continued

 

(d)

Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.

 

(h)

Security was not held in the portfolio at period end.

 

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The sources for bond quality ratings are Moody’s Investors Service, Standard & Poor’s and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 Ratings Agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities that are not rated by any of the four agencies, the security is considered Not Rated.

 

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS High Yield Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr     
    Initial Class    6/12/85      5.09%      7.26%      5.94%    
    Service Class    8/24/01      4.85%      7.00%      5.66%    
Comparative benchmark(s)                 
     Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)      7.05%      8.57%      6.79%     

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (a) – a component of the Bloomberg Barclays U.S. High-Yield Corporate Bond Index, which measures performance of non-investment grade, fixed rate debt. The index limits the maximum exposure to any one issuer to 2%.

It is not possible to invest directly in an index.

 

(a)

BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

 

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MFS High Yield Portfolio

 

Performance Summary – continued

 

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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MFS High Yield Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period  (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.72%        $1,000.00        $1,090.91        $3.78  
  Hypothetical (h)      0.72%        $1,000.00        $1,021.52        $3.66  
Service Class   Actual      0.97%        $1,000.00        $1,090.99        $5.10  
  Hypothetical (h)      0.97%        $1,000.00        $1,020.26        $4.93  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

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MFS High Yield Portfolio

 

PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
BONDS – 92.8%     
Aerospace – 2.4%     
Bombardier, Inc., 7.5%, 3/15/2025 (n)    $ 1,603,000     $ 1,486,782  
Bombardier, Inc., 7.875%, 4/15/2027 (n)      800,000       735,552  
F-Brasile S.p.A./F-Brasile U.S. LLC,
7.375%, 8/15/2026 (n)
     1,070,000       1,037,900  
Moog, Inc., 4.25%, 12/15/2027 (n)      1,295,000       1,343,563  
TransDigm, Inc., 6.5%, 7/15/2024      760,000       773,467  
TransDigm, Inc., 6.25%, 3/15/2026 (n)      1,160,000       1,235,400  
TransDigm, Inc., 6.375%, 6/15/2026      985,000       1,019,475  
TransDigm, Inc., 5.5%, 11/15/2027      695,000       730,654  
    

 

 

 
     $ 8,362,793  
    

 

 

 
Asset-Backed & Securitized – 0.0%     
CWCapital Cobalt Ltd., CDO, “F”, FLR, 2.291%, (0% cash or 2.291% PIK), (LIBOR - 3mo. + 1.3%), 4/26/2050 (a)(n)(p)    $ 1,269,382     $ 127  
    

 

 

 
Automotive – 2.0%     
Adient Global Holdings Ltd.,
4.875%, 8/15/2026 (n)
   $ 960,000     $ 986,400  
Adient U.S. LLC, 7%, 5/15/2026 (n)      90,000       97,894  
Allison Transmission, Inc.,
5.875%, 6/01/2029 (n)
     655,000       725,413  
Dana, Inc., 5.5%, 12/15/2024      130,000       132,600  
Dana, Inc., 5.375%, 11/15/2027      726,000       769,560  
Dana, Inc., 5.625%, 6/15/2028      247,000       265,952  
IAA Spinco, Inc., 5.5%, 6/15/2027 (n)      1,295,000       1,372,700  
KAR Auction Services, Inc.,
5.125%, 6/01/2025 (n)
     690,000       710,031  
Panther BR Aggregator 2 LP/Panther Finance Co., Inc., 8.5%, 5/15/2027 (n)      1,265,000       1,374,308  
PM General Purchaser LLC,
9.5%, 10/01/2028 (n)
     480,000       531,600  
    

 

 

 
     $ 6,966,458  
    

 

 

 
Broadcasting – 2.8%     
CBS Radio, Inc., 7.25%, 11/01/2024 (n)    $ 480,000     $ 478,800  
Diamond Sports Group, LLC/Diamond Sports Finance Co., 5.375%, 8/15/2026 (n)      325,000       264,063  
iHeartCommunications, Inc.,
6.375%, 5/01/2026 (n)
     640,000       684,800  
iHeartCommunications, Inc.,
8.375%, 5/01/2027
     545,000       581,711  
iHeartCommunications, Inc.,
5.25%, 8/15/2027 (n)
     300,000       314,250  
Netflix, Inc., 5.875%, 2/15/2025      1,740,000       2,001,870  
Netflix, Inc., 3.625%, 6/15/2025 (n)      750,000       803,055  
Netflix, Inc., 5.875%, 11/15/2028      1,010,000       1,210,737  
Netflix, Inc., 5.375%, 11/15/2029 (n)      280,000       330,050  
Nexstar Escrow Corp.,
5.625%, 7/15/2027 (n)
     1,295,000       1,387,269  
WMG Acquisition Corp.,
3.875%, 7/15/2030 (n)
     1,755,000       1,865,161  
    

 

 

 
     $ 9,921,766  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Brokerage & Asset Managers – 0.5%

 

LPL Holdings, Inc., 4.625%, 11/15/2027 (n)    $ 1,730,000     $ 1,790,550  
    

 

 

 
Building – 4.9%     
ABC Supply Co., Inc.,
5.875%, 5/15/2026 (n)
   $ 1,145,000     $ 1,186,506  
ABC Supply Co., Inc., 4%, 1/15/2028 (n)      1,440,000       1,490,400  
Beacon Escrow Corp.,
4.875%, 11/01/2025 (n)
     1,323,000       1,354,421  
Core & Main LP, 8.625%, (8.625% cash or 9.375% PIK) 9/15/2024 (n)(p)      490,000       501,025  
Core & Main LP, 6.125%, 8/15/2025 (n)      953,000       985,164  
Cornerstone Building Brands, Inc.,
8%, 4/15/2026 (n)
     835,000       878,837  
Cornerstone Building Brands, Inc.,
6.125%, 1/15/2029 (n)
     245,000       260,313  
CP Atlas Buyer, Inc., 7%, 12/01/2028 (n)      401,000       416,038  
Interface, Inc., 5.5%, 12/01/2028 (n)      800,000       842,000  
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n)      810,000       826,200  
James Hardie International Finance Ltd.,
5%, 1/15/2028 (n)
     685,000       726,100  
LBM Acquisition LLC, 6.25%, 1/15/2029 (n)      605,000       629,400  
New Enterprise Stone & Lime Co., Inc.,
6.25%, 3/15/2026 (n)
     1,122,000       1,150,050  
New Enterprise Stone & Lime Co., Inc.,
9.75%, 7/15/2028 (n)
     649,000       710,655  
Patrick Industries, Inc.,
7.5%, 10/15/2027 (n)
     1,095,000       1,193,550  
Specialty Building Products Holdings LLC,
6.375%, 9/30/2026 (n)
     680,000       720,623  
SRM Escrow Issuer LLC,
6%, 11/01/2028 (n)
     805,000       842,702  
Standard Industries, Inc.,
4.375%, 7/15/2030 (n)
     1,052,000       1,125,356  
Standard Industries, Inc.,
3.375%, 1/15/2031 (n)
     510,000       512,550  
White Cap Buyer LLC,
6.875%, 10/15/2028 (n)
     640,000       682,400  
    

 

 

 
     $ 17,034,290  
    

 

 

 
Business Services – 2.3%     
Ascend Learning LLC,
6.875%, 8/01/2025 (n)
   $ 1,175,000     $ 1,208,781  
Austin BidCo, Inc., 7.125%, 12/15/2028 (n)      160,000       167,000  
CDK Global, Inc., 4.875%, 6/01/2027      1,350,000       1,424,250  
Iron Mountain, Inc., 5.25%, 3/15/2028 (n)      405,000       427,392  
Iron Mountain, Inc., 5.25%, 7/15/2030 (n)      486,000       524,880  
Iron Mountain, Inc., REIT,
4.875%, 9/15/2027 (n)
     955,000       997,975  
MSCI, Inc., 4.75%, 8/01/2026 (n)      840,000       875,692  
Refinitiv U.S. Holdings, Inc.,
8.25%, 11/15/2026 (n)
     520,000       567,450  
 

 

8


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Business Services – continued     
Switch, Ltd., 3.75%, 9/15/2028 (n)    $ 864,000     $ 876,960  
Verscend Escrow Corp.,
9.75%, 8/15/2026 (n)
     855,000       926,606  
    

 

 

 
     $ 7,996,986  
    

 

 

 
Cable TV – 8.3%     
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n)    $ 3,020,000     $ 3,116,187  
CCO Holdings LLC/CCO Holdings Capital Corp., 5.875%, 5/01/2027 (n)      2,030,000       2,108,662  
CCO Holdings LLC/CCO Holdings Capital Corp., 4.75%, 3/01/2030 (n)      2,690,000       2,902,510  
CCO Holdings LLC/CCO Holdings Capital Corp., 4.5%, 8/15/2030 (n)      810,000       859,613  
CSC Holdings LLC, 5.5%, 5/15/2026 (n)      1,340,000       1,393,600  
CSC Holdings LLC, 5.5%, 4/15/2027 (n)      3,660,000       3,879,600  
CSC Holdings LLC, 5.75%, 1/15/2030 (n)      810,000       887,963  
DISH DBS Corp., 5.875%, 11/15/2024      1,050,000       1,100,962  
DISH DBS Corp., 7.75%, 7/01/2026      1,055,000       1,181,051  
Intelsat Jackson Holdings S.A.,
5.5%, 8/01/2023 (a)(d)
     910,000       616,525  
Intelsat Jackson Holdings S.A.,
9.75%, 7/15/2025 (a)(d)(n)
     440,000       316,800  
LCPR Senior Secured Financing DAC,
6.75%, 10/15/2027 (n)
     980,000       1,054,725  
Sirius XM Holdings, Inc.,
4.625%, 7/15/2024 (n)
     1,585,000       1,642,456  
Sirius XM Holdings, Inc.,
5.5%, 7/01/2029 (n)
     800,000       880,250  
Telenet Finance Luxembourg S.A.,
5.5%, 3/01/2028 (n)
     1,800,000       1,919,700  
Telesat Holdings, Inc.,
6.5%, 10/15/2027 (n)
     975,000       1,018,875  
Videotron Ltd., 5.375%, 6/15/2024 (n)      290,000       319,725  
Videotron Ltd., 5.125%, 4/15/2027 (n)      2,200,000       2,334,750  
Ziggo Bond Finance B.V.,
5.125%, 2/28/2030 (n)
     1,515,000       1,598,779  
    

 

 

 
     $ 29,132,733  
    

 

 

 
Chemicals – 1.4%     
Axalta Coating Systems Ltd.,
4.75%, 6/15/2027 (n)
   $ 534,000     $ 568,042  
Consolidated Energy Finance S.A.,
6.875%, 6/15/2025 (n)
     1,085,000       1,099,919  
Element Solutions, Inc.,
3.875%, 9/01/2028 (n)
     817,000       840,489  
Ingevity Corp., 3.875%, 11/01/2028 (n)      1,020,000       1,027,650  
SPCM S.A., 4.875%, 9/15/2025 (n)      655,000       675,469  
Starfruit Finance Co./Starfruit U.S. Holding Co. LLC, 8%, 10/01/2026 (n)      620,000       658,750  
    

 

 

 
     $ 4,870,319  
    

 

 

 
Computer Software – 0.9%

 

 
Camelot Finance S.A.,
4.5%, 11/01/2026 (n)
   $ 1,555,000     $ 1,623,031  
PTC, Inc., 3.625%, 2/15/2025 (n)      1,105,000       1,135,976  
PTC, Inc., 4%, 2/15/2028 (n)      540,000       565,988  
    

 

 

 
     $ 3,324,995  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Computer Software – Systems – 1.5%

 

 
BY Crown Parent LLC,
4.25%, 1/31/2026 (n)
   $ 327,000     $ 335,175  
Fair Isaac Corp., 5.25%, 5/15/2026 (n)      2,075,000       2,360,312  
Fair Isaac Corp., 4%, 6/15/2028 (n)      250,000       263,125  
JDA Software Group, Inc.,
7.375%, 10/15/2024 (n)
     880,000       895,400  
SS&C Technologies Holdings, Inc.,
5.5%, 9/30/2027 (n)
     1,445,000       1,543,289  
    

 

 

 
     $ 5,397,301  
    

 

 

 
Conglomerates – 4.2%     
Amsted Industries Co.,
5.625%, 7/01/2027 (n)
   $ 1,405,000     $ 1,492,812  
BWX Technologies, Inc.,
5.375%, 7/15/2026 (n)
     1,745,000       1,812,619  
BWX Technologies, Inc.,
4.125%, 6/30/2028 (n)
     348,000       362,355  
CFX Escrow Corp., 6.375%, 2/15/2026 (n)      1,120,000       1,195,600  
EnerSys, 5%, 4/30/2023 (n)      1,480,000       1,548,450  
EnerSys, 4.375%, 12/15/2027 (n)      295,000       311,963  
Gates Global LLC, 6.25%, 1/15/2026 (n)      1,130,000       1,186,500  
Granite Holdings U.S. Acquisition Co.,
11%, 10/01/2027 (n)
     715,000       793,650  
Griffon Corp., 5.75%, 3/01/2028      1,195,000       1,264,238  
MTS Systems Corp., 5.75%, 8/15/2027 (n)      695,000       754,214  
Stevens Holding Co., Inc.,
6.125%, 10/01/2026 (n)
     1,030,000       1,112,400  
TriMas Corp., 4.875%, 10/15/2025 (n)      2,525,000       2,588,125  
WESCO Distribution, Inc.,
7.125%, 6/15/2025 (n)
     416,000       457,529  
    

 

 

 
     $ 14,880,455  
    

 

 

 
Construction – 2.2%     
Empire Communities Corp.,
7%, 12/15/2025 (n)
   $ 645,000     $ 679,740  
Mattamy Group Corp.,
5.25%, 12/15/2027 (n)
     510,000       539,325  
Mattamy Group Corp.,
4.625%, 3/01/2030 (n)
     780,000       826,800  
Shea Homes LP/Shea Homes Funding Corp., 4.75%, 2/15/2028 (n)      1,025,000       1,060,875  
Taylor Morrison Communities, Inc.,
5.875%, 6/15/2027 (n)
     330,000       373,996  
Taylor Morrison Communities, Inc.,
5.125%, 8/01/2030 (n)
     330,000       369,600  
Toll Brothers Finance Corp.,
4.875%, 11/15/2025
     815,000       914,837  
Toll Brothers Finance Corp.,
4.35%, 2/15/2028
     1,415,000       1,570,650  
Weekley Homes LLC/Weekley Finance Corp., 4.875%, 9/15/2028 (n)      1,228,000       1,283,260  
    

 

 

 
     $ 7,619,083  
    

 

 

 
Consumer Products – 1.3%     
Coty, Inc., 6.5%, 4/15/2026 (n)    $ 1,005,000     $ 977,282  
Energizer Holdings, Inc.,
4.375%, 3/31/2029 (n)
     810,000       838,771  
 

 

9


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Consumer Products – continued     
Mattel, Inc., 6.75%, 12/31/2025 (n)    $ 980,000     $ 1,034,361  
Mattel, Inc., 5.875%, 12/15/2027 (n)      546,000       606,742  
Prestige Brands, Inc.,
5.125%, 1/15/2028 (n)
     915,000       975,619  
    

 

 

 
     $ 4,432,775  
    

 

 

 
Consumer Services – 2.2%     
Allied Universal Holdco LLC,
6.625%, 7/15/2026 (n)
   $ 320,000     $ 341,216  
Allied Universal Holdco LLC,
9.75%, 7/15/2027 (n)
     885,000       964,650  
ANGI Group LLC, 3.875%, 8/15/2028 (n)      830,000       844,724  
Frontdoor, Inc., 6.75%, 8/15/2026 (n)      800,000       853,000  
Garda World Security Corp.,
4.625%, 2/15/2027 (n)
     350,000       353,500  
GW B-CR Security Corp.,
9.5%, 11/01/2027 (n)
     708,000       784,110  
Match Group, Inc., 5%, 12/15/2027 (n)      960,000       1,020,327  
Match Group, Inc., 4.625%, 6/01/2028 (n)      1,250,000       1,310,156  
Realogy Group LLC, 9.375%, 4/01/2027 (n)      1,220,000       1,351,150  
    

 

 

 
     $ 7,822,833  
    

 

 

 
Containers – 3.7%     
ARD Finance S.A., 6.5%, (6.5% cash or 7.25% PIK) 6/30/2027 (n)(p)    $ 960,000     $ 1,024,800  
Ardagh Packaging Finance PLC/Ardagh MP Holdings USA, Inc., 5.25%, 8/15/2027 (n)      1,320,000       1,385,749  
Berry Global Group, Inc.,
4.875%, 7/15/2026 (n)
     735,000       789,529  
Berry Global Group, Inc.,
5.625%, 7/15/2027 (n)
     515,000       553,786  
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.5%, 1/15/2023      892,000       941,176  
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026      1,685,000       1,857,123  
Crown Americas LLC/Crown Americas Capital Corp. VI, 4.75%, 2/01/2026      610,000       632,875  
Flex Acquisition Co., Inc.,
6.875%, 1/15/2025 (n)
     895,000       908,425  
Greif, Inc., 6.5%, 3/01/2027 (n)      270,000       285,525  
Reynolds Group, 4%, 10/15/2027 (n)      1,225,000       1,255,625  
Silgan Holdings, Inc., 4.75%, 3/15/2025      1,235,000       1,255,069  
Silgan Holdings, Inc., 4.125%, 2/01/2028      740,000       768,675  
Trivium Packaging Finance B.V.,
8.5%, 8/15/2027 (n)
     1,155,000       1,264,725  
    

 

 

 
     $ 12,923,082  
    

 

 

 
Electrical Equipment – 0.5%     
CommScope Technologies LLC,
6%, 6/15/2025 (n)
   $ 611,000     $ 624,747  
CommScope Technologies LLC,
5%, 3/15/2027 (n)
     1,010,000       999,900  
    

 

 

 
     $ 1,624,647  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Electronics – 1.6%     
Diebold Nixdorf, Inc., 8.5%, 4/15/2024    $ 240,000     $ 243,000  
Diebold Nixdorf, Inc.,
9.375%, 7/15/2025 (n)
     570,000       638,400  
Entegris, Inc., 4.625%, 2/10/2026 (n)      1,320,000       1,369,500  
Entegris, Inc., 4.375%, 4/15/2028 (n)      455,000       484,575  
Sensata Technologies B.V.,
5.625%, 11/01/2024 (n)
     745,000       832,567  
Sensata Technologies B.V.,
5%, 10/01/2025 (n)
     1,615,000       1,796,688  
Sensata Technologies, Inc.,
4.375%, 2/15/2030 (n)
     385,000       414,356  
    

 

 

 
     $ 5,779,086  
    

 

 

 
Energy – Independent – 3.1%     
Apache Corp., 4.875%, 11/15/2027    $ 327,000     $ 346,620  
Apache Corp., 4.375%, 10/15/2028      1,350,000       1,405,323  
CNX Resources Corp., 6%, 1/15/2029 (n)      720,000       737,629  
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n)      870,000       887,400  
EQT Corp., 5%, 1/15/2029      390,000       411,185  
Laredo Petroleum, Inc.,
10.125%, 1/15/2028
     600,000       510,000  
Leviathan Bond Ltd., 6.5%, 6/30/2027 (n)      838,000       940,655  
Magnolia Oil & Gas Operating LLC/Magnolia Oil & Gas Finance Corp.,
6%, 8/01/2026 (n)
     760,000       773,300  
Murphy Oil Corp., 6.875%, 8/15/2024      285,000       290,045  
Newfield Exploration Co.,
5.375%, 1/01/2026
     390,000       418,443  
Occidental Petroleum Corp.,
5.875%, 9/01/2025
     795,000       846,675  
Occidental Petroleum Corp.,
5.5%, 12/01/2025
     565,000       589,075  
Ovintiv, Inc., 6.5%, 8/15/2034      310,000       358,769  
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n)      485,000       530,832  
Range Resources Corp.,
9.25%, 2/01/2026
     245,000       256,025  
Southwestern Energy Co.,
6.45%, 1/23/2025
     462,400       479,740  
Southwestern Energy Co.,
7.5%, 4/01/2026
     755,900       792,939  
Southwestern Energy Co.,
7.75%, 10/01/2027
     205,000       221,339  
    

 

 

 
     $ 10,795,994  
    

 

 

 
Entertainment – 1.9%     
Carnival Corp. PLC, 7.625%, 3/01/2026 (n)    $ 400,000     $ 435,796  
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp./Millennium Operations LLC, 5.5%, 5/01/2025 (n)      325,000       338,813  
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp./Millennium Operations LLC, 5.375%, 4/15/2027      570,000       582,825  
Live Nation Entertainment, Inc.,
5.625%, 3/15/2026 (n)
     1,143,000       1,171,575  
 

 

10


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Entertainment – continued     
Merlin Entertainments,
5.75%, 6/15/2026 (n)
   $ 645,000     $ 677,056  
NCL Corp. Ltd., 3.625%, 12/15/2024 (n)      425,000       403,750  
NCL Corp. Ltd., 10.25%, 2/01/2026 (n)      498,000       582,660  
NCL Corp. Ltd. , 5.875%, 3/15/2026 (n)      565,000       595,369  
Royal Caribbean Cruises Ltd.,
10.875%, 6/01/2023 (n)
     490,000       557,561  
Six Flags Entertainment Corp.,
4.875%, 7/31/2024 (n)
     960,000       962,774  
Six Flags Entertainment Corp.,
7%, 7/01/2025 (n)
     360,000       388,800  
    

 

 

 
     $ 6,696,979  
    

 

 

 
Financial Institutions – 3.0%     
Avation Capital S.A., 6.5%, 5/15/2021 (n)    $ 635,000     $ 463,550  
Avolon Holdings Funding Ltd.,
5.125%, 10/01/2023
     750,000       802,283  
Avolon Holdings Funding Ltd.,
3.95%, 7/01/2024 (n)
     611,000       645,224  
Credit Acceptance Corp.,
5.125%, 12/31/2024 (n)
     1,165,000       1,211,600  
Freedom Mortgage Corp.,
7.625%, 5/01/2026 (n)
     645,000       682,217  
Global Aircraft Leasing Co. Ltd., 6.5%, (6.5% cash or 7.25% PIK) 9/15/2024 (n)(p)      2,416,535       2,156,757  
Nationstar Mortgage Holdings, Inc.,
6%, 1/15/2027 (n)
     720,000       764,100  
Nationstar Mortgage Holdings, Inc.,
5.125%, 12/15/2030 (n)
     255,000       266,531  
OneMain Finance Corp., 4%, 9/15/2030      320,000       332,035  
OneMain Financial Corp.,
6.875%, 3/15/2025
     625,000       725,781  
OneMain Financial Corp.,
7.125%, 3/15/2026
     490,000       579,425  
Park Aerospace Holdings Ltd.,
5.5%, 2/15/2024 (n)
     855,000       932,367  
Springleaf Finance Corp.,
8.875%, 6/01/2025
     509,000       575,806  
Springleaf Finance Corp.,
5.375%, 11/15/2029
     410,000       461,250  
    

 

 

 
     $ 10,598,926  
    

 

 

 
Food & Beverages – 2.5%     
Aramark Services, Inc.,
6.375%, 5/01/2025 (n)
   $ 1,120,000     $ 1,197,000  
JBS USA LLC/JBS USA Finance, Inc.,
6.75%, 2/15/2028 (n)
     1,820,000       2,044,770  
JBS USA Lux S.A./JBS USA Finance, Inc.,
5.5%, 1/15/2030 (n)
     570,000       654,793  
Lamb Weston Holdings, Inc.,
4.625%, 11/01/2024 (n)
     1,485,000       1,548,113  
Lamb Weston Holdings, Inc.,
4.875%, 5/15/2028 (n)
     265,000       295,806  
Performance Food Group Co.,
5.5%, 10/15/2027 (n)
     1,110,000       1,171,050  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Food & Beverages – continued     
Post Holdings, Inc., 5.625%, 1/15/2028 (n)    $ 805,000     $ 857,325  
Post Holdings, Inc., 4.625%, 4/15/2030 (n)      805,000       846,828  
    

 

 

 
     $ 8,615,685  
    

 

 

 
Gaming & Lodging – 5.5%     
Boyd Gaming Corp., 6.375%, 4/01/2026    $ 425,000     $ 441,494  
Boyd Gaming Corp., 4.75%, 12/01/2027      710,000       737,512  
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/2025 (n)      965,000       975,219  
CCM Merger, Inc., 6.375%, 5/01/2026 (n)      725,000       761,250  
Churchill Downs, Inc., 5.5%, 4/01/2027 (n)      485,000       513,494  
Colt Merger Sub, Inc.,
5.75%, 7/01/2025 (n)
     470,000       498,001  
Colt Merger Sub, Inc.,
8.125%, 7/01/2027 (n)
     857,000       948,718  
Hilton Domestic Operating Co., Inc.,
5.125%, 5/01/2026
     1,210,000       1,249,325  
Hilton Domestic Operating Co., Inc.,
3.75%, 5/01/2029 (n)
     1,070,000       1,115,678  
MGM Growth Properties LLC,
4.625%, 6/15/2025 (n)
     970,000       1,038,870  
MGM Growth Properties LLC,
5.75%, 2/01/2027
     415,000       465,576  
MGM Growth Properties LLC,
3.875%, 2/15/2029 (n)
     708,000       723,930  
MGM Resorts International,
6.75%, 5/01/2025
     980,000       1,060,752  
Scientific Games Corp.,
8.25%, 3/15/2026 (n)
     615,000       662,724  
Scientific Games International, Inc.,
7%, 5/15/2028 (n)
     465,000       499,973  
VICI Properties LP, REIT,
4.25%, 12/01/2026 (n)
     905,000       938,621  
VICI Properties LP, REIT,
3.75%, 2/15/2027 (n)
     1,200,000       1,227,000  
Wyndham Hotels & Resorts, Inc.,
4.375%, 8/15/2028 (n)
     200,000       207,810  
Wyndham Hotels Group LLC,
5.375%, 4/15/2026 (n)
     1,580,000       1,635,300  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 5.5%, 3/01/2025 (n)      1,090,000       1,139,508  
Wynn Las Vegas LLC/Wynn Las Vegas     
Capital Corp., 5.25%, 5/15/2027 (n)      370,000       381,378  
Wynn Macau Ltd., 5.5%, 1/15/2026 (n)      575,000       598,000  
Wynn Macau Ltd., 5.625%, 8/26/2028 (n)      1,028,000       1,077,401  
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., 5.125%, 10/01/2029 (n)      445,000       466,138  
    

 

 

 
     $ 19,363,672  
    

 

 

 
Industrial – 0.3%     
Williams Scotsman International, Inc., 4.625%, 8/15/2028 (n)    $ 973,000     $ 1,007,055  
    

 

 

 
 

 

11


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Insurance – Property & Casualty – 1.3%

 

Acrisure LLC/Acrisure Finance, Inc.,
7%, 11/15/2025 (n)
   $ 805,000     $ 838,045  
Alliant Holdings Intermediate LLC,
6.75%, 10/15/2027 (n)
     1,250,000       1,337,500  
AssuredPartners, Inc., 7%, 8/15/2025 (n)      330,000       342,029  
AssuredPartners, Inc.,
5.625%, 1/15/2029 (n)
     310,000       323,563  
GTCR (AP) Finance, Inc., 8%, 5/15/2027 (n)      320,000       347,504  
Hub International Ltd., 7%, 5/01/2026 (n)      1,355,000       1,417,045  
    

 

 

 
     $ 4,605,686  
    

 

 

 
Machinery & Tools – 0.2%     
Clark Equipment Co.,
5.875%, 6/01/2025 (n)
   $ 819,000     $ 864,045  
    

 

 

 
Major Banks – 1.0%     
Barclays PLC, 7.875%, 12/29/2049    $ 1,110,000     $ 1,162,725  
Credit Suisse Group AG,
7.25%, 12/31/2099 (n)
     1,045,000       1,175,869  
UBS Group AG, 6.875% to 8/07/2025, FLR (Swap Rate - 5yr. + 4.59%) to 12/29/2049      1,095,000       1,235,708  
    

 

 

 
     $ 3,574,302  
    

 

 

 
Medical & Health Technology & Services – 6.2%

 

Acadia Healthcare Co., Inc.,
5%, 4/15/2029 (n)
   $ 810,000     $ 864,675  
AdaptHealth LLC, 4.625%, 8/01/2029 (n)      240,000       246,600  
Akumin, Inc., 7%, 11/01/2025 (n)      640,000       672,000  
Avantor Funding, Inc.,
4.625%, 7/15/2028 (n)
     1,454,000       1,537,605  
BCPE Cycle Merger Sub II, Inc.,
10.625%, 7/15/2027 (n)
     610,000       674,050  
Change Healthcare Holdings,     
Inc./Change Healthcare Finance, Inc.,
5.75%, 3/01/2025 (n)
     725,000       739,500  
CHS/Community Health Systems, Inc., 6.625%, 2/15/2025 (n)      1,415,000       1,489,259  
CHS/Community Health Systems, Inc.,
8%, 12/15/2027 (n)
     190,000       206,150  
DaVita, Inc., 4.625%, 6/01/2030 (n)      652,000       691,120  
DaVita, Inc., 3.75%, 2/15/2031 (n)      624,000       633,585  
Encompass Health Corp.,
5.75%, 9/15/2025
     695,000       717,588  
HCA, Inc., 5.375%, 2/01/2025      2,610,000       2,935,023  
HCA, Inc., 5.875%, 2/15/2026      1,500,000       1,725,000  
HCA, Inc., 5.625%, 9/01/2028      320,000       378,000  
HCA, Inc., 3.5%, 9/01/2030      950,000       1,008,920  
HealthSouth Corp., 5.125%, 3/15/2023      1,010,000       1,011,475  
Heartland Dental LLC, 8.5%, 5/01/2026 (n)      680,000       702,100  
IQVIA Holdings, Inc., 5%, 10/15/2026 (n)      1,200,000       1,257,000  
IQVIA Holdings, Inc., 5%, 5/15/2027 (n)      1,910,000       2,030,378  
LifePoint Health, Inc.,
4.375%, 2/15/2027 (n)
     380,000       385,700  
LifePoint Health, Inc.,
5.375%, 1/15/2029 (n)
     280,000       279,804  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Medical & Health Technology & Services – continued

 

Regional Care/LifePoint Health, Inc.,
9.75%, 12/01/2026 (n)
   $ 1,205,000     $ 1,328,512  
Syneos Health, Inc., 3.625%, 1/15/2029 (n)      391,000       392,081  
    

 

 

 
     $ 21,906,125  
    

 

 

 
Medical Equipment – 1.1%     
Hill-Rom Holdings, Inc.,
4.375%, 9/15/2027 (n)
   $ 1,295,000     $ 1,368,096  
Teleflex, Inc., 4.875%, 6/01/2026      670,000       697,665  
Teleflex, Inc., 4.625%, 11/15/2027      1,510,000       1,622,812  
    

 

 

 
     $ 3,688,573  
    

 

 

 
Metals & Mining – 4.0%     
Arconic Corp., 6%, 5/15/2025 (n)    $ 935,000     $ 998,113  
Baffinland Iron Mines Corp./Baffinland Iron Mines LP, 8.75%, 7/15/2026 (n)      1,080,000       1,169,100  
Big River Steel LLC/BRS Finance Corp., 6.625%, 1/31/2029 (n)      845,000       912,600  
Compass Minerals International, Inc.,
6.75%, 12/01/2027 (n)
     960,000       1,040,755  
First Quantum Minerals Ltd.,
6.875%, 3/01/2026 (n)
     200,000       208,500  
First Quantum Minerals Ltd.,
6.875%, 10/15/2027 (n)
     678,000       735,630  
Freeport-McMoRan, Inc., 5%, 9/01/2027      1,015,000       1,078,437  
Freeport-McMoRan, Inc.,
4.375%, 8/01/2028
     655,000       695,938  
Freeport-McMoRan, Inc., 5.25%, 9/01/2029      920,000       1,023,500  
GrafTech Finance, Inc.,
4.625%, 12/15/2028 (n)
     471,000       477,495  
Grinding Media, Inc./Moly-Cop AltaSteel Ltd., 7.375%, 12/15/2023 (n)      1,075,000       1,091,125  
Kaiser Aluminum Corp.,
4.625%, 3/01/2028 (n)
     1,320,000       1,369,500  
Novelis Corp., 5.875%, 9/30/2026 (n)      1,480,000       1,546,600  
Petra Diamonds US$ Treasury PLC,
7.25%, 5/01/2022 (a)(d)(n)
     200,000       78,000  
SunCoke Energy Partners LP/SunCoke Energy Partners Finance Corp.,
7.5%, 6/15/2025 (n)
     590,000       585,693  
TMS International Corp.,
7.25%, 8/15/2025 (n)
     1,020,000       1,035,300  
    

 

 

 
     $ 14,046,286  
    

 

 

 
Midstream – 4.2%     
Cheniere Energy Partners LP,
5.25%, 10/01/2025
   $ 2,370,000     $ 2,432,213  
Cheniere Energy Partners LP,
4.5%, 10/01/2029
     314,000       332,143  
EnLink Midstream Partners LP,
4.85%, 7/15/2026
     640,000       620,800  
EnLink Midstream Partners LP,
5.625%, 1/15/2028 (n)
     712,000       727,297  
EQM Midstream Partners LP,
6%, 7/01/2025 (n)
     248,000       271,560  
EQM Midstream Partners LP,
6.5%, 7/01/2027 (n)
     240,000       270,249  
 

 

12


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Midstream – continued     
EQM Midstream Partners LP,
5.5%, 7/15/2028
   $ 1,965,000     $ 2,147,450  
Genesis Energy LP/Genesis Energy Finance Corp., 5.625%, 6/15/2024      290,000       282,025  
Genesis Energy LP/Genesis Energy Finance Corp., 6.25%, 5/15/2026      825,500       775,367  
Genesis Energy LP/Genesis Energy Finance Corp., 8%, 1/15/2027      80,000       79,600  
Northriver Midstream Finance LP,
5.625%, 2/15/2026 (n)
     1,205,000       1,244,524  
NuStar Logistics, LP, 5.75%, 10/01/2025      1,027,000       1,093,755  
Targa Resources Partners LP/Targa Resources Finance Corp.,
5.375%, 2/01/2027
     1,045,000       1,097,637  
Targa Resources Partners LP/Targa Resources Finance Corp.,
6.875%, 1/15/2029
     685,000       771,481  
Targa Resources Partners LP/Targa Resources Finance Corp.,
4.875%, 2/01/2031 (n)
     400,000       434,000  
Western Midstream Operating LP,
5.05%, 2/01/2030
     1,430,000       1,590,875  
Western Midstream Operation LP,
4.65%, 7/01/2026
     590,000       619,140  
    

 

 

 
     $ 14,790,116  
    

 

 

 
Municipals – 0.1%     
Puerto Rico Industrial, Tourist, Educational, Medical & Environmental Control Facilities Financing Authority Rev. (Cogeneration Facilities - AES Puerto Rico Project),
9.12%, 6/01/2022
   $ 465,000     $ 476,625  
    

 

 

 
Network & Telecom – 0.5%     
C&W Senior Financing DAC,
6.875%, 9/15/2027 (n)
   $ 655,000     $ 706,660  
Front Range BidCo, Inc.,
6.125%, 3/01/2028 (n)
     835,000       883,012  
    

 

 

 
     $ 1,589,672  
    

 

 

 
Oil Services – 0.1%     
Diamond Offshore Drill Co.,
5.7%, 10/15/2039 (a)(d)
   $ 910,000     $ 111,475  
Ensign Drilling, Inc., 9.25%, 4/15/2024 (n)      530,000       318,000  
    

 

 

 
     $ 429,475  
    

 

 

 
Oils – 0.2%     
PBF Holding Co. LLC/PBF Finance Corp.,
7.25%, 6/15/2025
   $ 620,000     $ 401,905  
PBF Holding Co. LLC/PBF Finance Corp.,
6%, 2/15/2028
     675,000       385,594  
    

 

 

 
     $ 787,499  
    

 

 

 
Personal Computers & Peripherals – 0.3%

 

NCR Corp., 5%, 10/01/2028 (n)    $ 1,055,000     $ 1,113,025  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Pharmaceuticals – 2.0%     

Bausch Health Companies, Inc.,

6.125%, 4/15/2025 (n)

   $ 2,870,000     $ 2,957,994  

Bausch Health Companies, Inc.,

5%, 1/30/2028 (n)

     785,000       808,974  
Bausch Health Cos., Inc.,
5%, 2/15/2029 (n)
     240,000       246,768  
Emergent BioSolutions, Inc.,
3.875%, 8/15/2028 (n)
     1,109,000       1,148,369  
Jaguar Holding Co. II/Pharmaceutical Development LLC, 5%, 6/15/2028 (n)      1,041,000       1,111,268  
Par Pharmaceutical, Inc.,
7.5%, 4/01/2027 (n)
     575,000       623,875  
    

 

 

 
     $ 6,897,248  
    

 

 

 
Pollution Control – 0.9%     
GFL Environmental, Inc.,
3.75%, 8/01/2025 (n)
   $ 325,000     $ 331,500  
GFL Environmental, Inc.,
8.5%, 5/01/2027 (n)
     480,000       532,800  
GFL Environmental, Inc., 4%, 8/01/2028 (n)      560,000       564,200  

GFL Environmental, Inc.,

3.5%, 9/01/2028 (n)

     645,000       658,035  
Stericycle, Inc., 3.875%, 1/15/2029 (n)      880,000       904,200  
    

 

 

 
     $ 2,990,735  
    

 

 

 
Precious Metals & Minerals – 0.2%     
IAMGOLD Corp., 5.75%, 10/15/2028 (n)    $ 835,000     $ 847,525  
    

 

 

 
Printing & Publishing – 0.6%     
Cimpress N.V., 7%, 6/15/2026 (n)    $ 1,255,000     $ 1,319,319  
Meredith Corp., 6.875%, 2/01/2026      900,000       877,500  
    

 

 

 
     $ 2,196,819  
    

 

 

 
Railroad & Shipping – 0.3%     
Watco Cos. LLC/Watco Finance Corp., 6.5%, 6/15/2027 (n)    $ 968,000     $ 1,047,860  
    

 

 

 
Real Estate – Healthcare – 0.5%     
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026    $ 740,000     $ 774,780  
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027      960,000       1,021,200  
    

 

 

 
     $ 1,795,980  
    

 

 

 
Real Estate – Other – 0.5%     
InterMed Holdings Ltd.,
5.875%, 10/01/2028 (n)
   $ 710,000     $ 756,150  
Ryman Hospitality Properties, Inc., REIT, 4.75%, 10/15/2027 (n)      846,000       875,610  
    

 

 

 
     $ 1,631,760  
    

 

 

 
Restaurants – 0.3%     
Golden Nugget, Inc.,
6.75%, 10/15/2024 (n)
   $ 1,135,000     $ 1,126,851  
    

 

 

 
Retailers – 0.6%     
L Brands, Inc., 5.25%, 2/01/2028    $ 1,650,000     $ 1,720,125  
L Brands, Inc., 6.625%, 10/01/2030 (n)      405,000       450,562  
    

 

 

 
     $ 2,170,687  
    

 

 

 
 

 

13


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Specialty Chemicals – 0.3%     
Univar Solutions USA, Inc.,
5.125%, 12/01/2027 (n)
   $ 1,040,000     $ 1,098,500  
    

 

 

 
Specialty Stores – 0.9%     
Group 1 Automotive, Inc.,
4%, 8/15/2028 (n)
   $ 1,183,000     $ 1,219,413  
Penske Automotive Group Co.,
5.5%, 5/15/2026
     720,000       747,900  
PetSmart, Inc., 7.125%, 3/15/2023 (n)      865,000       864,697  
PetSmart, Inc., 8.875%, 6/01/2025 (n)      290,000       297,859  
    

 

 

 
     $ 3,129,869  
    

 

 

 
Supermarkets – 0.4%     
Albertsons Cos. LLC/Safeway, Inc.,
5.75%, 3/15/2025
   $ 119,000     $ 122,570  
Albertsons Cos. LLC/Safeway, Inc.,
4.625%, 1/15/2027 (n)
     1,245,000       1,324,369  
Albertsons Cos. LLC/Safeway, Inc.,
5.875%, 2/15/2028 (n)
     80,000       87,055  
    

 

 

 
     $ 1,533,994  
    

 

 

 
Telecommunications – Wireless – 4.5%

 

 
Altice France S.A., 7.375%, 5/01/2026 (n)    $ 1,425,000     $ 1,499,812  
Altice France S.A., 8.125%, 2/01/2027 (n)      1,085,000       1,196,223  
Altice France S.A., 5.5%, 1/15/2028 (n)      405,000       423,432  
Altice France S.A., 6%, 2/15/2028 (n)      975,000       987,412  
Digicel International Finance Ltd.,
8.75%, 5/25/2024 (n)
     730,000       766,500  
SBA Communications Corp.,
4.875%, 9/01/2024
     1,710,000       1,753,998  
SBA Communications Corp.,
3.875%, 2/15/2027
     754,000       791,700  
Sprint Capital Corp.,
6.875%, 11/15/2028
     1,700,000       2,241,416  
Sprint Corp., 7.125%, 6/15/2024      410,000       479,450  
Sprint Corp., 7.625%, 3/01/2026      2,450,000       3,040,928  
T-Mobile USA, Inc., 6.5%, 1/15/2026      720,000       745,200  
T-Mobile USA, Inc., 5.375%, 4/15/2027      1,660,000       1,790,576  
    

 

 

 
     $ 15,716,647  
    

 

 

 
Tobacco – 0.3%     
Vector Group Ltd.,
6.125%, 2/01/2025 (n)
   $ 475,000     $ 482,966  
Vector Group Ltd.,
10.5%, 11/01/2026 (n)
     495,000       533,981  
    

 

 

 
     $ 1,016,947  
    

 

 

 
Utilities – Electric Power – 2.3%     
Clearway Energy Operating LLC,
5.75%, 10/15/2025
   $ 2,335,000     $ 2,457,587  
Clearway Energy Operating LLC,
4.75%, 3/15/2028 (n)
     465,000       498,713  
NextEra Energy Operating Co.,
4.25%, 9/15/2024 (n)
     146,000       156,220  
NextEra Energy Operating Co.,
4.5%, 9/15/2027 (n)
     640,000       716,333  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Utilities – Electric Power – continued

 

NextEra Energy, Inc.,
4.25%, 7/15/2024 (n)
   $ 768,000     $ 821,760  
PG&E Corp., 5%, 7/01/2028      1,350,000       1,437,750  
TerraForm Global Operating LLC,
6.125%, 3/01/2026 (n)
     650,000       664,625  
TerraForm Power Operating Co.,
5%, 1/31/2028 (n)
     1,270,000       1,427,035  
    

 

 

 
     $ 8,180,023  
    

 

 

 
Total Bonds
(Identified Cost, $314,851,969)
     $ 326,211,464  
    

 

 

 
FLOATING RATE LOANS (r) – 0.7%

 

Broadcasting – 0.1%     
Nexstar Broadcasting, Inc., Term Loan B4, 2.904%, 9/18/2026    $ 289,883     $ 287,628  
    

 

 

 
Cable TV – 0.1%     
CSC Holdings LLC, Term Loan B5,
2.658%, 4/15/2027
   $ 333,480     $ 330,145  
    

 

 

 
Chemicals – 0.1%     
Axalta Coating Systems U.S. Holdings, Inc., Term Loan B3, 2.003%, 6/01/2024    $ 275,831     $ 273,246  
Element Solutions, Inc., Term Loan B1, 2.146%, 1/31/2026      331,800       328,067  
    

 

 

 
     $ 601,313  
    

 

 

 
Computer Software – Systems – 0.1%

 

SS&C Technologies, Inc., Term Loan B5, 1.896%, 4/16/2025    $ 331,673     $ 327,895  
    

 

 

 
Medical & Health Technology & Services – 0.2%

 

 
DaVita Healthcare Partners, Inc., Term Loan B, 1.896%, 8/12/2026    $ 331,808     $ 328,767  
Jaguar Holding Co. II, Term Loan, 3.5%, 8/18/2022      331,614       331,116  
    

 

 

 
     $ 659,883  
    

 

 

 
Pharmaceuticals – 0.1%     
Bausch Health Companies, Inc., Term Loan B, 2.898%, 11/27/2025    $ 288,000     $ 285,120  
    

 

 

 
Total Floating Rate Loans (Identified Cost, $2,520,828)      $ 2,491,984  
    

 

 

 
COMMON STOCKS – 0.2%     
Construction – 0.1%     
ICA Tenedora, S.A. de C.V. (a)      147,380     $ 303,646  
    

 

 

 
Oil Services – 0.1%     
LTRI Holdings LP (a)(u)      1,115     $ 315,010  
    

 

 

 
Total Common Stocks
(Identified Cost, $449,400)
     $ 618,656  
    

 

 

 
 

 

14


Table of Contents

MFS High Yield Portfolio

 

Portfolio of Investments – continued

 

Issuer    Strike
Price
    First
Exercise
    Shares/Par     Value ($)  
WARRANTS – 0.0%

 

   
Forest & Paper Products – 0.0%

 

   
Appvion Holdings Corp. - Tranche A (1 share for 1 warrant, Expiration 6/13/23) (a)    $ 27.17       8/24/18       670     $ 0  
Appvion Holdings Corp. - Tranche B (1 share for 1 warrant, Expiration 6/13/23) (a)      31.25       8/24/18       670       0  
        

 

 

 
Total Warrants
(Identified Cost, $0)

 

      $ 0  
     

 

 

 
INVESTMENT COMPANIES (h) – 4.4%

 

 
Money Market Funds – 4.4%

 

   
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $15,435,526)

 

    15,433,544     $ 15,433,544  
     

 

 

 
OTHER ASSETS, LESS
LIABILITIES – 1.9%

 

      6,536,617  
     

 

 

 
NET ASSETS – 100.0%

 

      $ 351,292,265  
     

 

 

 

 

(a)   Non-income producing security.

 

(d)   In default.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $15,433,544 and $329,322,104, respectively.
(n)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $241,501,209, representing 68.7% of net assets.

 

(p)   Payment-in-kind (PIK) security for which interest income may be received in additional securities and/or cash.

 

(r)   The remaining maturities of floating rate loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty. These loans may be subject to restrictions on resale. The interest rate shown represents the weighted average of the floating interest rates on settled contracts within the loan facility at period end, unless otherwise indicated. The floating interest rates on settled contracts are determined periodically by reference to a base lending rate and a spread.

 

(u)   The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

CDO   Collateralized Debt Obligation

 

FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.

 

LIBOR   London Interbank Offered Rate

 

REIT   Real Estate Investment Trust

See Notes to Financial Statements

 

 

15


Table of Contents

 

MFS High Yield Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $317,822,197)

     $329,322,104  

Investments in affiliated issuers, at value (identified cost, $15,435,526)

     15,433,544  

Cash

     1,696,195  

Receivables for

  

Investments sold

     663,418  

Fund shares sold

     37,138  

Interest

     4,762,178  

Receivable from investment adviser

     973  

Other assets

     2,036  

Total assets

     $351,917,586  

Liabilities

        

Payables for

  

Investments purchased

     $400,000  

Fund shares reacquired

     126,740  

Payable to affiliates

  

Administrative services fee

     285  

Shareholder servicing costs

     59  

Distribution and/or service fees

     562  

Payable for independent Trustees’ compensation

     170  

Accrued expenses and other liabilities

     97,505  

Total liabilities

     $625,321  

Net assets

     $351,292,265  

Net assets consist of

        

Paid-in capital

     $369,987,027  

Total distributable earnings (loss)

     (18,694,762

Net assets

     $351,292,265  

Shares of beneficial interest outstanding

     61,926,441  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $310,121,238        54,588,057        $5.68  

Service Class

     41,171,027        7,338,384        5.61  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Interest

     $17,638,410  

Dividends from affiliated issuers

     45,338  

Other

     41,960  

Dividends

     37,620  

Total investment income

     $17,763,328  

Expenses

  

Management fee

     $2,381,264  

Distribution and/or service fees

     100,059  

Shareholder servicing costs

     11,887  

Administrative services fee

     55,744  

Independent Trustees’ compensation

     8,506  

Custodian fee

     21,750  

Shareholder communications

     46,793  

Audit and tax fees

     81,788  

Legal fees

     1,527  

Miscellaneous

     41,855  

Total expenses

     $2,751,173  

Reduction of expenses by investment adviser

     (198,828

Net expenses

     $2,552,345  

Net investment income (loss)

     $15,210,983  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $(2,132,194

Affiliated issuers

     (673

Futures contracts

     (332,137

Forward foreign currency exchange contracts

     (6,595

Net realized gain (loss)

     $(2,471,599

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $2,247,629  

Affiliated issuers

     (1,312

Futures contracts

     (40,871

Forward foreign currency exchange contracts

     (2,136

Net unrealized gain (loss)

     $2,203,310  

Net realized and unrealized gain (loss)

     $(268,289

Change in net assets from operations

     $14,942,694  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $15,210,983        $17,746,085  

Net realized gain (loss)

     (2,471,599      (2,588,107

Net unrealized gain (loss)

     2,203,310        36,286,247  

Change in net assets from operations

     $14,942,694        $51,444,225  

Total distributions to shareholders

     $(18,798,097      $(20,865,110

Change in net assets from fund share transactions

     $(13,092,189      $(27,715,069

Total change in net assets

     $(16,947,592      $2,864,046  

Net assets

                 

At beginning of period

     368,239,857        365,375,811  

At end of period

     $351,292,265        $368,239,857  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $5.72          $5.28          $5.77          $5.78          $5.43  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.25          $0.27          $0.28          $0.28          $0.32 (c) 

Net realized and unrealized gain (loss)

       0.03 (g)         0.50          (0.45        0.10          0.42  

Total from investment operations

       $0.28          $0.77          $(0.17        $0.38          $0.74  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.32        $(0.33        $(0.32        $(0.39        $(0.39

Net asset value, end of period (x)

       $5.68          $5.72          $5.28          $5.77          $5.78  

Total return (%) (k)(r)(s)(x)

       5.09          14.81          (3.08        6.69          13.82 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.78          0.77          0.77          0.78          0.76 (c) 

Expenses after expense reductions (f)

       0.72          0.72          0.72          0.72          0.70 (c) 

Net investment income (loss)

       4.50          4.78          4.91          4.78          5.60 (c) 

Portfolio turnover

       54          59          40          49          41  

Net assets at end of period (000 omitted)

       $310,121          $324,544          $320,380          $384,393          $404,118  

 

Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $5.65          $5.22          $5.70          $5.72          $5.37  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.23          $0.25          $0.26          $0.26          $0.30 (c) 

Net realized and unrealized gain (loss)

       0.03 (g)         0.49          (0.43        0.10          0.43  

Total from investment operations

       $0.26          $0.74          $(0.17        $0.36          $0.73  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.30        $(0.31        $(0.31        $(0.38        $(0.38

Net asset value, end of period (x)

       $5.61          $5.65          $5.22          $5.70          $5.72  

Total return (%) (k)(r)(s)(x)

       4.85          14.44          (3.24        6.31          13.64 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       1.03          1.02          1.02          1.03          1.02 (c) 

Expenses after expense reductions (f)

       0.97          0.97          0.97          0.97          0.95 (c) 

Net investment income (loss)

       4.25          4.54          4.66          4.54          5.36 (c) 

Portfolio turnover

       54          59          40          49          41  

Net assets at end of period (000 omitted)

       $41,171          $43,696          $44,995          $58,499          $69,189  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)

Per share data is based on average shares outstanding.

 

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(g)

The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time.

 

(k)

The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)

Certain expenses have been reduced without which performance would have been lower.

 

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS High Yield Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

 

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Notes to Financial Statements – continued

 

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

United States

     $—        $0        $315,010        $315,010  

Mexico

            303,646               303,646  
Municipal Bonds             476,625               476,625  
U.S. Corporate Bonds             279,458,749               279,458,749  
Asset-Backed Securities (including CDOs)             127               127  
Foreign Bonds             46,275,963               46,275,963  
Floating Rate Loans             2,491,984               2,491,984  
Mutual Funds      15,433,544                      15,433,544  
Total      $15,433,544        $329,007,094        $315,010        $344,755,648  

For further information regarding security characteristics, see the Portfolio of Investments.

The following is a reconciliation of level 3 assets for which significant unobservable inputs were used to determine fair value. The table presents the activity of level 3 securities held at the beginning and the end of the period.

 

     Equity
Securities
 
Balance as of 12/31/19      $590,281  

Change in unrealized appreciation or depreciation

     (275,271
Balance as of 12/31/20      $315,010  

The net change in unrealized appreciation or depreciation from investments held as level 3 at December 31, 2020 is $(275,271). At December 31, 2020, the fund held one level 3 security.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

 

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Notes to Financial Statements – continued

 

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were futures contracts and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. At December 31, 2020, the fund did not have any outstanding derivative instruments.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures Contracts      Forward
Foreign Currency
Exchange Contracts
 
Interest Rate      $(332,137      $—  
Foreign Exchange             (6,595
Total      $(332,137      $(6,595

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures Contracts      Forward
Foreign Currency
Exchange Contracts
 
Interest Rate      $(40,871      $—  
Foreign Exchange             (2,136
Total      $(40,871      $(2,136

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

 

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Notes to Financial Statements – continued

 

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

 

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Notes to Financial Statements – continued

 

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to amortization and accretion of debt securities.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $18,798,097        $20,865,110  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $334,808,139  
Gross appreciation      14,170,247  
Gross depreciation      (4,222,738
Net unrealized appreciation (depreciation)      $9,947,509  
Undistributed ordinary income      16,799,721  
Capital loss carryforwards      (45,441,992

As of December 31, 2020, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(852,156
Long-Term      (44,589,836
Total      $(45,441,992

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $16,642,508        $18,456,699  
Service Class      2,155,589        2,408,411  
Total      $18,798,097        $20,865,110  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.70%  
In excess of $1 billion      0.65%  

 

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Notes to Financial Statements – continued

 

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $37,358, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.69% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.72% of average daily net assets for the Initial Class shares and 0.97% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $161,470, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $10,743, which equated to 0.0032% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $1,144.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0164% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $177,446,538 and $206,544,794, respectively.

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     3,732,526        $20,503,790        2,053,865        $11,580,419  

Service Class

     890,297        4,876,990        265,271        1,483,768  
     4,622,823        $25,380,780        2,319,136        $13,064,187  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     3,048,078        $16,642,508        3,331,534        $18,456,699  

Service Class

     399,183        2,155,589        439,491        2,408,411  
     3,447,261        $18,798,097        3,771,025        $20,865,110  

 

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Notes to Financial Statements – continued

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares reacquired            

Initial Class

     (8,904,252      $(48,212,643      (9,345,642      $(52,708,332

Service Class

     (1,679,808      (9,058,423      (1,599,874      (8,936,034
     (10,584,060      $(57,271,066      (10,945,516      $(61,644,366
Net change            

Initial Class

     (2,123,648      $(11,066,345      (3,960,243      $(22,671,214

Service Class

     (390,328      (2,025,844      (895,112      (5,043,855
     (2,513,976      $(13,092,189      (4,855,355      $(27,715,069

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio, the MFS Conservative Allocation Portfolio, and the MFS Growth Allocation Portfolio were the owners of record of approximately 20%, 6%, and 5%, respectively, of the value of outstanding voting shares of the fund.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $1,904 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $5,851,487       $100,170,172       $90,586,130       $(673     $(1,312     $15,433,544  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio             $45,338       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of

MFS High Yield Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS High Yield Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian, brokers and agent banks; when replies were not received from brokers and agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of

MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships

During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations

During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

David Cole

Michael Skatrud

 
 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS High Yield Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 2nd quintile for the one-year period and the 3rd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course

 

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Board Review of Investment Advisory Agreement – continued

 

of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS High Yield Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

36


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LOGO


Table of Contents
Annual Report
December 31, 2020
MFS®  International
Growth Portfolio
MFS® Variable Insurance Trust II
FCI-ANN


Table of Contents
MFS® International Growth Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS International Growth Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Table of Contents
MFS International Growth Portfolio
Portfolio Composition
Portfolio structure
Top ten holdings
Taiwan Semiconductor Manufacturing Co. Ltd., ADR 4.9%
Nestle S.A. 4.7%
Roche Holding AG 4.3%
LVMH Moet Hennessy Louis Vuitton SE 4.0%
AIA Group Ltd. 3.7%
SAP SE 3.4%
Novartis AG 3.0%
Schneider Electric SE 2.9%
Tencent Holdings Ltd. 2.8%
Linde PLC 2.5%
GICS equity sectors (g)
Consumer Staples 17.1%
Information Technology 16.5%
Consumer Discretionary 13.9%
Industrials 13.7%
Health Care 12.5%
Financials 9.7%
Materials 9.5%
Communication Services 4.7%
Energy 0.6%
Utilities 0.6%
Issuer country weightings (x)
France 19.2%
Switzerland 13.2%
Germany 7.6%
United Kingdom 7.5%
Canada 7.4%
Japan 7.1%
Taiwan 6.3%
China 5.5%
United States 5.3%
Other Countries 20.9%
Currency exposure weightings (y)
Euro 33.1%
Swiss Franc 13.1%
British Pound Sterling 8.9%
Hong Kong Dollar 8.8%
Japanese Yen 7.1%
Taiwan Dollar 6.3%
United States Dollar 5.8%
Canadian Dollar 5.0%
Indian Rupee 4.4%
Other Currencies 7.5%
 
(g) The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.
(x) Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents.
(y) Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio's net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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Table of Contents
MFS International Growth Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS International Growth Portfolio (fund) provided a total return of 15.84%, while Service Class shares of the fund provided a total return of 15.50%. These compare with a return of 22.20% over the same period for the fund’s benchmark, the MSCI All Country World (ex-US) Growth Index (net div).
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Detractors from Performance
Stock selection in both the health care and information technology sectors weakened performance relative to the MSCI All Country World (ex-US) Growth Index. Within the health care sector, the fund's holdings of life sciences company Bayer(b) (Germany) weighed on relative performance. The share price of Bayer fell as the company reported financial results that came in below market estimates, driven by lower-than-expected revenues in its crop sciences division that were impacted by weaker corn seed returns, lower licensing revenues that were affected by lower corn acres planted in 2020, and the devaluation of the Brazilian real. An overweight position in pharmaceutical company Novartis (Switzerland) also hindered relative performance. Within the information technology sector, not owning shares of strong-performing cloud-based e-commerce platform operator Shopify (Canada) and ASML (Netherlands), a lithography systems manufacturer for the semiconductor industry, hurt relative performance. The fund's overweight positions in enterprise applications company SAP (Germany) and electronics company Hitachi (Japan) further held back relative returns.
Stocks in other sectors that weakened relative performance included the fund's overweight positions in food processing company Danone (France) and diversified industrial manufacturer Rolls-Royce Holdings (United Kingdom). An underweight position in internet-based, multiple services company Tencent Holdings (China) also weighed on relative results. The stock price of Tencent Holdings advanced as the company posted strong gaming revenue, particularly within its mobile segment, and better-than-anticipated online advertising growth. Not holding shares of food delivery service company Meituan (Japan) further dampened relative returns.
Contributors to Performance
Stock selection in the industrials sector was a primary factor that lifted relative performance over the reporting period, led by the fund’s overweight position in industrial equipment distributor Ritchie Bros. Auctioneers (Canada). The fund's holdings of electrical distribution equipment manufacturer Schneider Electric(b)(France) also aided relative performance. The share price of Schneider Electric benefited from strong sales within its Energy Management and Industrial Automation segments. Additionally, management confirmed its commitment to increase its dividend, which further helped the stock. Avoiding shares of poor-performing aerospace company Airbus (France) also strengthened relative performance.
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MFS International Growth Portfolio
Management Review - continued
Elsewhere, the fund’s overweight positions in semiconductor manufacturer Taiwan Semiconductor Manufacturing (Taiwan), internet search engine and online computer games provider NAVER (South Korea), online betting and gaming operator Flutter Entertainment (United Kingdom) and data recording products provider NICE Systems (Israel) benefited relative returns. The fund's holdings of electronic and power supply manufacturer Delta Electronics(b) (Spain) and technology consulting firm Infosys Technologies(b) (India), and the timing of the fund's ownership in shares of automotive lighting systems manufacturer Koito Manufacturing (Japan), further contributed to relative performance.
During the reporting period, the fund’s relative currency exposure, resulting primarily from differences between the fund’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, was a contributor to relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our funds to have different currency exposure than the benchmark.
Respectfully,
Portfolio Manager(s)
David Antonelli, Matthew Barrett, and Kevin Dwan
Note to Contract Owners: Effective April 15, 2021, David Antonelli will no longer be a Portfolio Manager of the fund.
(b) Security is not a benchmark constituent.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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Table of Contents
MFS International Growth Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 6/03/96 15.84% 12.77% 7.78%
Service Class 8/24/01 15.50% 12.48% 7.51%
Comparative benchmark(s)
MSCI All Country World (ex-US) Growth Index (net div) (f) 22.20% 11.97% 6.94%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
MSCI All Country World (ex-U.S.) Growth Index(e) (net div) – a market capitalization-weighted index that is designed to measure equity market performance for growth securities in the global developed and emerging markets, excluding the U.S.
It is not possible to invest directly in an index.
(e) Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
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Table of Contents
MFS International Growth Portfolio
Performance Summary – continued
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
6


Table of Contents
MFS International Growth Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.88% $1,000.00 $1,215.48 $4.90
Hypothetical (h) 0.88% $1,000.00 $1,020.71 $4.47
Service Class Actual 1.13% $1,000.00 $1,214.40 $6.29
Hypothetical (h) 1.13% $1,000.00 $1,019.46 $5.74
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
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Table of Contents
MFS International Growth Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 98.8%
Aerospace – 0.9%  
Rolls-Royce Holdings PLC (a)   1,068,992 $   1,626,305
Airlines – 0.3%  
Japan Airport Terminal Co. Ltd.   9,200 $     556,874
Alcoholic Beverages – 4.2%  
Diageo PLC   102,199 $   4,039,018
Pernod Ricard S.A.   16,509    3,162,377
           $7,201,395
Apparel Manufacturers – 5.6%  
Burberry Group PLC (a)   39,465 $     965,765
Kering S.A.   2,676    1,943,174
LVMH Moet Hennessy Louis Vuitton SE   10,907    6,807,506
           $9,716,445
Automotive – 1.4%  
Koito Manufacturing Co. Ltd.   22,900 $   1,556,903
Mahindra & Mahindra Ltd.   84,587      836,505
           $2,393,408
Biotechnology – 0.2%  
Hugel, Inc. (a)   1,770 $     305,998
Business Services – 3.9%  
Accenture PLC, “A”   5,899 $   1,540,878
Cap Gemini S.A.   6,058      938,416
Experian PLC   67,530    2,573,233
Infosys Technologies Ltd., ADR   101,394    1,718,628
           $6,771,155
Computer Software – 4.3%  
Dassault Systemes S.A.   4,431 $     899,392
Kingsoft Corp.   66,000      425,672
OBIC Co. Ltd.   200       40,153
SAP SE   44,296    5,802,126
Wisetech Global Ltd.   10,305      244,297
           $7,411,640
Computer Software - Systems – 3.5%  
Amadeus IT Group S.A.   19,174 $   1,388,154
Hitachi Ltd.   88,200    3,472,307
NICE Systems Ltd., ADR (a)   4,272    1,211,283
           $6,071,744
Consumer Products – 5.7%  
Kao Corp.   17,500 $   1,350,782
KOSE Corp.   6,300    1,073,846
L'Oréal   10,296    3,909,276
Reckitt Benckiser Group PLC   39,843    3,564,431
           $9,898,335
Consumer Services – 0.4%  
51job, Inc., ADR (a)   8,852 $     619,640
Issuer     Shares/Par Value ($)
Common Stocks – continued
Electrical Equipment – 4.5%  
Legrand S.A.   10,448 $     931,757
Prysmian S.p.A.   54,485    1,935,611
Schneider Electric SE   34,055    4,921,670
           $7,789,038
Electronics – 6.3%  
Delta Electronics, Inc.   259,000 $   2,415,989
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   76,804    8,374,708
        $10,790,697
Energy - Independent – 0.6%  
Oil Search Ltd.   364,455 $   1,042,423
Food & Beverages – 6.3%  
Danone S.A.   42,513 $   2,792,080
Nestle S.A.   68,050    8,014,111
        $10,806,191
Gaming & Lodging – 1.4%  
Flutter Entertainment PLC (a)   11,811 $   2,445,346
General Merchandise – 0.3%  
Walmart de Mexico S.A.B. de C.V.   177,752 $     500,041
Insurance – 3.7%  
AIA Group Ltd.   511,200 $   6,296,792
Internet – 6.2%  
Alibaba Group Holding Ltd. (a)   89,700 $   2,620,821
NAVER Corp. (a)   11,712    3,153,604
Tencent Holdings Ltd.   66,200    4,837,051
        $10,611,476
Leisure & Toys – 1.6%  
BANDAI NAMCO Holdings, Inc.   17,800 $   1,538,742
Prosus N.V.   11,527    1,239,998
           $2,778,740
Machinery & Tools – 3.7%  
GEA Group AG   41,464 $   1,483,164
Ingersoll Rand, Inc. (a)   30,005    1,367,028
Ritchie Bros. Auctioneers, Inc.   51,105    3,552,337
           $6,402,529
Major Banks – 1.1%  
DBS Group Holdings Ltd.   104,900 $   1,984,171
Medical & Health Technology & Services – 0.3%  
Alcon, Inc. (a)   7,018 $     468,519
Medical Equipment – 4.4%  
EssilorLuxottica   24,093 $   3,754,207
QIAGEN N.V. (a)   35,801    1,856,606
Terumo Corp.   45,600    1,904,287
           $7,515,100
 
8


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MFS International Growth Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Natural Gas - Distribution – 0.6%  
China Resources Gas Group Ltd.   188,000 $   1,000,329
Other Banks & Diversified Financials – 4.9%  
AEON Financial Service Co. Ltd.   60,000 $     718,222
Credicorp Ltd.   5,156      845,687
Element Fleet Management Corp.   130,385    1,370,533
Grupo Financiero Banorte S.A. de C.V. (a)   226,363    1,250,488
HDFC Bank Ltd. (a)   200,621    3,951,823
Komercni Banka A.S. (a)   10,019      306,483
           $8,443,236
Pharmaceuticals – 9.8%  
Bayer AG   33,835 $   1,990,465
Novartis AG   55,173    5,213,172
Novo Nordisk A.S., “B”   32,008    2,241,516
Roche Holding AG   21,350    7,451,881
        $16,897,034
Precious Metals & Minerals – 2.2%  
Agnico-Eagle Mines Ltd.   34,579 $   2,433,760
Franco-Nevada Corp.   10,345    1,297,087
           $3,730,847
Railroad & Shipping – 2.4%  
Canadian National Railway Co.   37,019 $   4,066,537
Issuer     Shares/Par Value ($)
Common Stocks – continued
Specialty Chemicals – 7.4%  
Akzo Nobel N.V.   19,485 $   2,091,406
L'Air Liquide S.A.   18,175    2,980,819
Linde PLC (a)   16,252    4,228,957
Sika AG   5,445    1,487,181
Symrise AG   14,345    1,899,663
        $12,688,026
Specialty Stores – 0.1%  
Ocado Group PLC (a)   5,268 $     164,755
Tobacco – 0.6%  
ITC Ltd.   363,740 $   1,041,785
Total Common Stocks (Identified Cost, $91,909,578)   $170,036,551
Investment Companies (h) – 0.6%
Money Market Funds – 0.6%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $1,012,087)     1,012,087 $   1,012,087
Other Assets, Less Liabilities – 0.6%      1,094,372
Net Assets – 100.0% $172,143,010
    
 
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $1,012,087 and $170,036,551, respectively.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
See Notes to Financial Statements
9


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MFS International Growth Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $91,909,578) $170,036,551
Investments in affiliated issuers, at value (identified cost, $1,012,087) 1,012,087
Foreign currency, at value (identified cost, $33,433) 33,727
Receivables for  
Investments sold 60,536
Fund shares sold 605,391
Interest and dividends 752,754
Receivable from investment adviser 11,700
Other assets 1,086
Total assets $172,513,832
Liabilities  
Payables for  
Investments purchased $36,245
Fund shares reacquired 150,920
Payable to affiliates  
Administrative services fee 173
Shareholder servicing costs 51
Distribution and/or service fees 707
Payable for independent Trustees' compensation 75
Deferred country tax expense payable 120,745
Accrued expenses and other liabilities 61,906
Total liabilities $370,822
Net assets $172,143,010
Net assets consist of  
Paid-in capital $85,888,362
Total distributable earnings (loss) 86,254,648
Net assets $172,143,010
Shares of beneficial interest outstanding 10,739,610
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $120,291,239 7,477,688 $16.09
Service Class 51,851,771 3,261,922 15.90
See Notes to Financial Statements
10


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MFS International Growth Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Dividends $2,594,036
Dividends from affiliated issuers 7,132
Other 2,624
Income on securities loaned 2,429
Foreign taxes withheld (297,970)
Total investment income $2,308,251
Expenses  
Management fee $1,306,398
Distribution and/or service fees 95,124
Shareholder servicing costs 8,343
Administrative services fee 29,985
Independent Trustees' compensation 4,190
Custodian fee 51,815
Shareholder communications 7,801
Audit and tax fees 71,072
Legal fees 1,316
Miscellaneous 26,199
Total expenses $1,602,243
Reduction of expenses by investment adviser (227,923)
Net expenses $1,374,320
Net investment income (loss) $933,931
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $8,429,824
Affiliated issuers (67)
Foreign currency 11,282
Net realized gain (loss) $8,441,039
Change in unrealized appreciation or depreciation  
Unaffiliated issuers (net of $76,707 increase in deferred country tax) $14,134,521
Affiliated issuers (17)
Translation of assets and liabilities in foreign currencies 58,854
Net unrealized gain (loss) $14,193,358
Net realized and unrealized gain (loss) $22,634,397
Change in net assets from operations $23,568,328
See Notes to Financial Statements
11


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MFS International Growth Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $933,931 $2,015,143
Net realized gain (loss) 8,441,039 2,042,032
Net unrealized gain (loss) 14,193,358 30,150,239
Change in net assets from operations $23,568,328 $34,207,414
Total distributions to shareholders $(3,926,189) $(17,055,112)
Change in net assets from fund share transactions $5,625,171 $(3,428,696)
Total change in net assets $25,267,310 $13,723,606
Net assets    
At beginning of period 146,875,700 133,152,094
At end of period $172,143,010 $146,875,700
See Notes to Financial Statements
12


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MFS International Growth Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $14.26 $12.78 $15.50 $12.13 $12.57
Income (loss) from investment operations          
Net investment income (loss) (d) $0.10 $0.21 $0.17 $0.14 $0.17(c)
Net realized and unrealized gain (loss) 2.12 3.07 (1.38) 3.77 0.19
Total from investment operations $2.22 $3.28 $(1.21) $3.91 $0.36
Less distributions declared to shareholders          
From net investment income $(0.21) $(0.18) $(0.16) $(0.20) $(0.15)
From net realized gain (0.18) (1.62) (1.35) (0.34) (0.65)
Total distributions declared to shareholders $(0.39) $(1.80) $(1.51) $(0.54) $(0.80)
Net asset value, end of period (x) $16.09 $14.26 $12.78 $15.50 $12.13
Total return (%) (k)(r)(s)(x) 15.84 27.30 (9.02) 32.64 2.49(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.04 1.05 1.05 1.05 0.91(c)
Expenses after expense reductions (f) 0.88 0.88 0.97 1.05 0.91(c)
Net investment income (loss) 0.72 1.49 1.16 0.96 1.33(c)
Portfolio turnover 26 7 18 10 15
Net assets at end of period (000 omitted) $120,291 $112,259 $105,919 $130,591 $126,668
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $14.11 $12.65 $15.37 $12.03 $12.48
Income (loss) from investment operations          
Net investment income (loss) (d) $0.06 $0.16 $0.13 $0.10 $0.13(c)
Net realized and unrealized gain (loss) 2.09 3.07 (1.38) 3.74 0.18
Total from investment operations $2.15 $3.23 $(1.25) $3.84 $0.31
Less distributions declared to shareholders          
From net investment income $(0.18) $(0.15) $(0.12) $(0.16) $(0.11)
From net realized gain (0.18) (1.62) (1.35) (0.34) (0.65)
Total distributions declared to shareholders $(0.36) $(1.77) $(1.47) $(0.50) $(0.76)
Net asset value, end of period (x) $15.90 $14.11 $12.65 $15.37 $12.03
Total return (%) (k)(r)(s)(x) 15.50 27.11 (9.30) 32.35 2.15(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.29 1.30 1.30 1.30 1.16(c)
Expenses after expense reductions (f) 1.13 1.13 1.22 1.30 1.16(c)
Net investment income (loss) 0.44 1.18 0.87 0.70 1.08(c)
Portfolio turnover 26 7 18 10 15
Net assets at end of period (000 omitted) $51,852 $34,616 $27,233 $29,544 $25,277
    
See Notes to Financial Statements
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MFS International Growth Portfolio
Financial Highlights - continued
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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MFS International Growth Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS International Growth Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, accounting, and auditing systems, and greater political, social, and economic instability than developed markets.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from
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MFS International Growth Portfolio
Notes to Financial Statements  - continued
third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
France $33,040,674 $— $— $33,040,674
Switzerland 22,166,345 468,519 22,634,864
Germany 13,032,024 13,032,024
United Kingdom 6,321,256 6,612,251 12,933,507
Canada 12,720,254 12,720,254
Japan 12,212,116 12,212,116
Taiwan 8,374,708 2,415,989 10,790,697
China 2,045,641 7,457,872 9,503,513
India 1,718,628 5,830,113 7,548,741
Other Countries 22,265,700 13,354,461 35,620,161
Mutual Funds 1,012,087 1,012,087
Total $134,909,433 $36,139,205 $— $171,048,638
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is
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MFS International Growth Portfolio
Notes to Financial Statements  - continued
commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $2,433,126 $1,867,096
Long-term capital gains 1,493,063 15,188,016
Total distributions $3,926,189 $17,055,112
The federal tax cost and the tax basis components of distributable earnings were as follows:
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MFS International Growth Portfolio
Notes to Financial Statements  - continued
As of 12/31/20  
Cost of investments $94,190,422
Gross appreciation 79,723,813
Gross depreciation (2,865,597)
Net unrealized appreciation (depreciation) $76,858,216
Undistributed ordinary income 1,557,099
Undistributed long-term capital gain 7,782,653
Other temporary differences 56,680
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $2,927,657   $13,305,912
Service Class 998,532   3,749,200
Total $3,926,189   $17,055,112
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.90%
In excess of $1 billion and up to $2 billion 0.80%
In excess of $2 billion 0.70%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $15,963, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.89% of the fund's average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.88% of average daily net assets for the Initial Class shares and 1.13% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $211,960, which is included in the reduction of total expenses in the Statement of Operations.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
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MFS International Growth Portfolio
Notes to Financial Statements  - continued
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $7,534, which equated to 0.0052% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $809.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0206% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $64,827 and $40,478, respectively. The sales transactions resulted in net realized gains (losses) of $11,337.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $39,304,040 and $36,729,264, respectively.
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 824,973 $11,064,566   165,538 $2,306,343
Service Class 1,697,426 23,498,214   600,379 8,346,422
  2,522,399 $34,562,780   765,917 $10,652,765
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 199,296 $2,927,657   1,041,967 $13,305,912
Service Class 68,722 998,532   296,614 3,749,200
  268,018 $3,926,189   1,338,581 $17,055,112
Shares reacquired          
Initial Class (1,416,593) $(19,892,313)   (1,627,974) $(22,814,367)
Service Class (957,919) (12,971,485)   (595,546) (8,322,206)
  (2,374,512) $(32,863,798)   (2,223,520) $(31,136,573)
Net change          
Initial Class (392,324) $(5,900,090)   (420,469) $(7,202,112)
Service Class 808,229 11,525,261   301,447 3,773,416
  415,905 $5,625,171   (119,022) $(3,428,696)
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MFS International Growth Portfolio
Notes to Financial Statements  - continued
The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio, the MFS Growth Allocation Portfolio, and the MFS Conservative Allocation Portfolio were the owners of record of approximately 26%, 11%, and 5%, respectively, of the value of outstanding voting shares of the fund.
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $734 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $677,119 $30,483,374 $30,148,322 $(67) $(17) $1,012,087
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $7,132 $—
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS International Growth Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS International Growth Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS International Growth Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS International Growth Portfolio
Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
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MFS International Growth Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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MFS International Growth Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
David Antonelli
Matthew Barrett
Kevin Dwan
 
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MFS International Growth Portfolio
Board Review of Investment Advisory Agreement
MFS International Growth Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 2nd quintile for the one-year period and the 1st quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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MFS International Growth Portfolio
Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS International Growth Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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MFS International Growth Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $1,643,000 as capital gain dividends paid during the fiscal year.
Income derived from foreign sources was $2,593,527. The fund intends to pass through foreign tax credits of $301,480 for the fiscal year.
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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
30


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Table of Contents

Annual Report

December 31, 2020

 

LOGO

 

MFS® International Intrinsic Value Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

FCG-ANN


Table of Contents

MFS® International Intrinsic Value Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      3  
Performance summary      5  
Expense table      7  
Portfolio of investments      8  
Statement of assets and liabilities      11  
Statement of operations      12  
Statements of changes in net assets      13  
Financial highlights      14  
Notes to financial statements      16  
Report of independent registered public accounting firm      23  
Trustees and officers      24  
Board review of investment advisory agreement      27  
Proxy voting policies and information      29  
Quarterly portfolio disclosure      29  
Further information      29  
Information about fund contracts and legal claims      29  
Federal tax information      29  
MFS® privacy notice      30  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

MFS International Intrinsic Value Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS International Intrinsic Value Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Cadence Design Systems, Inc.     4.9%  
Nestle S.A.     4.3%  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR     3.7%  
Givaudan S.A.     3.2%  
Schneider Electric SE     3.1%  
ANSYS, Inc.     2.8%  
L’Oréal     2.4%  
Pernod Ricard S.A.     2.4%  
Henkel AG & Co. KGaA     2.4%  
Samsung Electronics Co. Ltd.     2.0%  
GICS equity sectors (g)  
Consumer Staples     28.7%  
Information Technology     27.9%  
Industrials     18.6%  
Materials     9.3%  
Real Estate     3.3%  
Health Care     2.9%  
Consumer Discretionary     2.8%  
Financials     2.5%  
Communication Services     0.8%  
Energy     0.2%  
Issuer country weightings (x)  
Japan     20.9%  
United States     17.0%  
France     13.6%  
Switzerland     12.7%  
United Kingdom     11.4%  
Germany     8.8%  
Taiwan     3.7%  
Canada     2.4%  
South Korea     2.0%  
Other Countries     7.5%  
Currency exposure weightings (y)  
Euro     27.4%  
United States Dollar     21.4%  
Japanese Yen     17.1%  
Swiss Franc     12.7%  
British Pound Sterling     11.4%  
Taiwan Dollar     3.7%  
Canadian Dollar     2.4%  
South Korean Won     2.0%  
Danish Krone     1.4%  
Other Currencies     0.5%  
 
(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.

(x)

Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents and Other.

(y)

Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS International Intrinsic Value Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS International Intrinsic Value Portfolio (fund) provided a total return of 20.52%, while Service Class shares of the fund provided a total return of 20.21%. These compare with a return of –2.63% over the same period for the fund’s benchmark, the MSCI EAFE Value Index (net div). Effective September 30, 2020, the fund changed its benchmark from the MSCI EAFE Value Index (net div) to the MSCI EAFE Index (net div) to better reflect the fund’s investment policies and strategies.

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Contributors to Performance

Stock selection in the information technology sector contributed to performance relative to the MSCI EAFE Value Index. Within this sector, the fund’s holdings of integrated circuits and electronic devices developer Cadence Design Systems (b), semiconductor manufacturer Taiwan Semiconductor Manufacturing (b) (Taiwan), simulation software developer ANSYS (b) and microchip and electronics manufacturer Samsung Electronics (b) bolstered relative results. The stock price of Cadence Design Systems increased after the company’s financial results came in ahead of consensus estimates, reflecting the ever-growing demand for semiconductors and their increasing complexity.

Stock selection and, to a lesser extent, an overweight position in the consumer staples sector also benefited relative performance, led by the fund’s holdings of food company Nestle (b) (Switzerland). The share price of Nestle grew modestly over the period after organic sales came in ahead of market expectations at the beginning of the calendar year as consumers stocked up on supplies, amid COVID-19 concerns. Management also increased its 2020 organic revenue growth forecast, which further supported its stock price growth.

Security selection in the industrials sector contributed to relative returns, driven by the fund’s overweight position in electrical distribution equipment manufacturer Schneider Electric (France). The share price of Schneider Electric benefited from strong sales within its Energy Management and Industrial Automation segments. Additionally, management confirmed its commitment to increase its dividend, which further helped the stock.

An underweight position in the energy sector further benefited relative performance. Within this sector, not owning shares of global energy and petrochemicals company Royal Dutch Shell (United Kingdom) and integrated oil and gas company BP (United Kingdom) strengthened relative returns. The share price of Royal Dutch Shell fell due to lower-than-expected realized oil, gas and LNG prices,

 

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MFS International Intrinsic Value Portfolio

 

Management Review – continued

 

paired with weaker realized refining and chemical margins. Additionally, in response to the difficult macroeconomic environment and weak demand for energy products, Royal Dutch Shell announced plans to materially reduce capital and operational expenditure and cut its buyback program.

Elsewhere, the fund’s holdings of fragrance and flavor products manufacturer Givaudan (b) (Switzerland), and not owning shares of financial services firm HSBC (United Kingdom), also strengthened relative performance.

Detractors from Performance

The combination of an underweight position and stock selection in the consumer discretionary sector held back relative performance. Within this sector, holding shares of food catering company Compass Group (b) (United Kingdom), and not owning shares of car makers Toyota Motor (Japan) and Daimler (Germany), dampened relative returns. The share price of Compass Group fell after the acceleration of containment measures related to the COVID-19 outbreak resulted in cancellations and closures of many venues and events, which severely affected the company’s volumes. Additionally, incremental costs associated with new social and health standards that are unlikely to be fully passed to the consumers further weighed on the stock price performance.

Not investing in the utilities sector also weighed on the fund’s relative results. Within this sector, not owning shares of electric utility company Iberdrola (Spain) and electricity and gas distributor Enel (Italy) weakened relative performance. The share price of Iberdrola advanced on the back of stronger-than-expected performance in its renewables business segment.

Elsewhere, not owning shares of technology investment firm SoftBank (Japan), mining operators BHP Billiton (United Kingdom) and Rio Tinto (Australia), diversified electrical engineering company Siemens (Germany) and iron ore producer Fortescue Metals Group (Australia) further detracted from relative performance. The share price of SoftBank appreciated as its management reported higher-than-expected total revenue, driven by strength in cloud services. Additionally, investment gains from the Sprint merger and a rebound of Vision Fund, triggered by a sharp market recovery, further supported the stock.

Respectfully,

Portfolio Manager(s)

Pablo de la Mata, Philip Evans, and Benjamin Stone

Note to Contract Owners: Effective February 1, 2020, Philip Evans was added as a Portfolio Manager of the fund. Effective April 15, 2022, Pablo de la Mata will no longer be a Portfolio Manager of the fund.

 

(b)

Security is not a benchmark constituent.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS International Intrinsic Value Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr     
    Initial Class    10/02/95      20.52%      12.69%      11.14%    
    Service Class    8/24/01      20.21%      12.42%      10.87%    
Comparative benchmark(s)                         
    MSCI EAFE Index (net div) (f)      7.82%      7.45%      5.51%    
    MSCI EAFE Value Index (net div) (f)(y)      (2.63)%      4.20%      3.37%    

 

(f)

Source: FactSet Research Systems Inc.

(y)

Effective September 30, 2020, the MSCI EAFE (Europe, Australasia, Far East) Index (net div) replaced the MSCI EAFE (Europe, Australasia, Far East) Value Index (net div) as the primary fund benchmark. The fund’s investment adviser believes the MSCI EAFE (Europe, Australasia, Far East) Index (net div) better reflects the investment policies and strategies of the fund.

Benchmark Definition(s)

MSCI EAFE (Europe, Australasia, Far East) Index (e) (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.

MSCI EAFE (Europe, Australasia, Far East) Value Index (e) (net div) – a market capitalization-weighted index that is designed to measure equity market performance for value securities in the developed markets, excluding the U.S. and Canada.

It is not possible to invest directly in an index.

 

(e)

Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

 

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MFS International Intrinsic Value Portfolio

 

Performance Summary – continued

 

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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MFS International Intrinsic Value Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.90%        $1,000.00        $1,196.04        $4.97  
  Hypothetical (h)      0.90%        $1,000.00        $1,020.61        $4.57  
Service Class   Actual      1.15%        $1,000.00        $1,194.76        $6.34  
  Hypothetical (h)      1.15%        $1,000.00        $1,019.36        $5.84  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

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MFS International Intrinsic Value Portfolio

 

PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – 94.6%     
Airlines – 0.8%

 

 
Ryanair Holdings PLC, ADR (a)      112,514     $ 12,374,290  
    

 

 

 
Alcoholic Beverages – 5.6%

 

 
Diageo PLC      711,111     $ 28,103,893  
Heineken N.V.      179,288       19,979,661  
Pernod Ricard S.A.      188,928       36,190,052  
    

 

 

 
     $ 84,273,606  
    

 

 

 
Apparel Manufacturers – 1.2%

 

 
Compagnie Financiere Richemont S.A.      112,166     $ 10,146,000  
LVMH Moet Hennessy Louis Vuitton SE      11,708       7,307,443  
    

 

 

 
     $ 17,453,443  
    

 

 

 
Automotive – 0.7%

 

 
Compagnie Generale des Etablissements     
Michelin      38,749     $ 4,968,094  
Knorr-Bremse AG      46,037       6,281,006  
    

 

 

 
     $ 11,249,100  
    

 

 

 
Biotechnology – 1.1%

 

 
Novozymes A.S.      286,688     $ 16,446,303  
    

 

 

 
Brokerage & Asset Managers – 0.5%

 

 
Euronext N.V.      68,993     $ 7,598,320  
    

 

 

 
Business Services – 6.9%

 

 
Compass Group PLC      567,023     $ 10,568,762  
Experian PLC      444,980       16,955,977  
Intertek Group PLC      191,647       14,802,133  
Nomura Research Institute Ltd.      360,600       12,904,140  
Secom Co. Ltd.      213,900       19,715,135  
SGS S.A.      7,754       23,385,497  
Sohgo Security Services Co. Ltd.      114,700       5,943,005  
    

 

 

 
     $ 104,274,649  
    

 

 

 
Chemicals – 3.2%

 

 
Givaudan S.A.      11,326     $ 47,719,395  
    

 

 

 
Computer Software – 10.2%

 

 
ANSYS, Inc. (a)      115,268     $ 41,934,498  
Cadence Design Systems, Inc. (a)      535,630       73,076,001  
Dassault Systemes S.A.      70,832       14,377,278  
OBIC Co. Ltd.      73,200       14,696,005  
SAP SE      74,708       9,785,652  
    

 

 

 
     $ 153,869,434  
    

 

 

 
Computer Software – Systems – 4.7%

 

 
Amadeus IT Group S.A.      386,999     $ 28,017,855  
Descartes Systems Group, Inc. (a)      69,294       4,052,902  
Samsung Electronics Co. Ltd.      400,386       29,854,797  
Wix.com Ltd. (a)      35,716       8,927,571  
    

 

 

 
     $ 70,853,125  
    

 

 

 
Construction – 0.7%

 

 
Geberit AG      16,327     $ 10,220,743  
    

 

 

 
Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued     
Consumer Products – 11.1%

 

 
Colgate-Palmolive Co.      327,079     $ 27,968,525  
Kao Corp.      362,400       27,972,767  
Kobayashi Pharmaceutical Co. Ltd.      206,200       25,182,141  
KOSE Corp.      28,500       4,857,876  
Lion Corp.      178,200       4,311,109  
L’Oréal      95,806       36,376,470  
Reckitt Benckiser Group PLC      325,372       29,108,398  
ROHTO Pharmaceutical Co. Ltd.      392,000       11,598,083  
    

 

 

 
     $ 167,375,369  
    

 

 

 
Electrical Equipment – 8.0%

 

 
Halma PLC      449,021     $ 15,037,755  
Legrand S.A.      329,255       29,363,111  
OMRON Corp.      151,900       13,534,260  
Schneider Electric SE      320,377       46,301,270  
Spectris PLC      240,760       9,277,969  
Yokogawa Electric Corp.      313,200       6,230,331  
    

 

 

 
     $ 119,744,696  
    

 

 

 
Electronics – 8.2%

 

 
Analog Devices, Inc.      187,597     $ 27,713,705  
DISCO Corp.      17,500       5,889,545  
Hirose Electric Co. Ltd.      129,600       19,643,020  
Infineon Technologies AG      64,316       2,466,364  
Taiwan Semiconductor Manufacturing Co.     
Ltd., ADR      508,192       55,413,256  
Texas Instruments, Inc.      70,563       11,581,505  
    

 

 

 
     $ 122,707,395  
    

 

 

 
Engineering – Construction – 0.9%

 

 
IMI PLC      861,177     $ 13,789,890  
    

 

 

 
Food & Beverages – 9.6%

 

 
Chocoladefabriken Lindt & Sprungli AG      202     $ 1,969,118  
Danone S.A.      215,993       14,185,536  
Ezaki Glico Co. Ltd.      160,700       7,058,007  
ITO EN Ltd.      332,300       21,015,147  
Kerry Group PLC      87,999       12,739,222  
Nestle S.A.      550,864       64,874,145  
Nissan Foods Holdings Co. Ltd.      53,100       4,546,066  
Toyo Suisan Kaisha Ltd.      366,300       17,808,590  
    

 

 

 
     $ 144,195,831  
    

 

 

 
Insurance – 0.4%

 

 
Hiscox Ltd. (a)      424,160     $ 5,848,072  
    

 

 

 
Internet – 0.8%

 

 
Alphabet, Inc., “A” (a)      7,038     $ 12,335,080  
    

 

 

 
Machinery & Tools – 5.4%

 

 
Epiroc AB, “A”      437,350     $ 7,954,863  
GEA Group AG      254,651       9,108,844  
Nordson Corp.      62,657       12,590,924  
Schindler Holding AG      35,165       9,495,210  
SMC Corp.      28,500       17,375,188  
 

 

8


Table of Contents

MFS International Intrinsic Value Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued

 

 
Machinery & Tools – continued

 

 
Spirax-Sarco Engineering PLC      145,556     $ 22,482,465  
Wartsila Oyj Abp      203,991       2,031,026  
    

 

 

 
     $ 81,038,520  
    

 

 

 
Major Banks – 0.5%

 

 
UBS Group AG      508,559     $ 7,112,925  
    

 

 

 
Medical Equipment – 3.5%

 

 
EssilorLuxottica      54,128     $ 8,434,305  
Nihon Kohden Corp.      376,200       13,990,683  
Shimadzu Corp.      390,700       15,173,183  
Terumo Corp.      344,200       14,374,029  
    

 

 

 
     $ 51,972,200  
    

 

 

 
Oil Services – 0.2%

 

 
Core Laboratories N.V.      117,579     $ 3,117,019  
    

 

 

 
Other Banks & Diversified Financials – 1.1%

 

 
Chiba Bank Ltd.      540,900     $ 2,975,461  
Hachijuni Bank Ltd.      530,600       1,762,586  
Julius Baer Group Ltd.      77,624       4,496,326  
Jyske Bank A.S. (a)      67,369       2,577,591  
Mebuki Financial Group, Inc.      893,800       1,757,216  
North Pacific Bank Ltd.      795,400       1,679,310  
Sydbank A.S. (a)      89,334       1,972,199  
    

 

 

 
     $ 17,220,689  
    

 

 

 
Pharmaceuticals – 1.0%

 

 
Santen Pharmaceutical Co. Ltd.      928,400     $ 15,060,481  
    

 

 

 
Precious Metals & Minerals – 2.1%

 

 
Agnico-Eagle Mines Ltd.      136,158     $ 9,583,153  
Franco-Nevada Corp.      149,460       18,739,741  
Wheaton Precious Metals Corp.      93,602       3,909,091  
    

 

 

 
     $ 32,231,985  
    

 

 

 
Real Estate – 3.3%

 

 
Deutsche Wohnen SE      427,631     $ 22,824,331  
LEG Immobilien AG      50,783       7,882,682  
Issuer               Shares/Par     Value ($)  
COMMON STOCKS – continued

 

   
Real Estate – continued

 

   
TAG Immobilien AG

 

    228,064     $ 7,216,113  
Vonovia SE, REIT

 

    167,791       12,249,718  
       

 

 

 
    $ 50,172,844  
       

 

 

 
Specialty Chemicals – 2.9%

 

 
Croda International PLC

 

    64,463     $ 5,823,976  
Kansai Paint Co. Ltd.

 

    254,600       7,828,725  
Sika AG

 

    42,436       11,590,449  
Symrise AG

 

    136,819       18,118,512  
       

 

 

 
    $ 43,361,662  
       

 

 

 
Total Common Stocks
(Identified Cost, $843,800,816)

 

  $ 1,423,617,066  
       

 

 

 
PREFERRED STOCKS – 2.4%

 

 
Consumer Products – 2.4%

 

 
Henkel AG & Co. KGaA
(Identified Cost, $38,102,457)

 

    320,698     $ 36,161,362  
       

 

 

 
    Strike
Price
    First
Exercise
             
WARRANTS – 0.0%

 

 
Apparel Manufacturers – 0.0%

 

 
Compagnie Financiere Richemont S.A. (1 share for 2 warrants, Expiration 12/04/23) (a)(n) (Identified Cost, $0)   CHF   67.00       11/20/23       224,332     $ 58,281  
       

 

 

 
INVESTMENT COMPANIES (h) – 2.8%

 

 
Money Market Funds – 2.8%

 

 
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $42,513,951)

 

    42,517,675     $ 42,517,675  
       

 

 

 
OTHER ASSETS, LESS
LIABILITIES – 0.2%

 

    3,032,365  
       

 

 

 
NET ASSETS – 100.0%

 

    $ 1,505,386,749  
       

 

 

 
 

 

(a)   Non-income producing security.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $42,517,675 and $1,459,836,709, respectively.

 

(n)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $58,281, representing 0.0% of net assets.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt

 

REIT   Real Estate Investment Trust

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

CHF   Swiss Franc

 

JPY   Japanese Yen

 

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MFS International Intrinsic Value Portfolio

 

Portfolio of Investments – continued

 

Derivative Contracts at 12/31/20

Forward Foreign Currency Exchange Contracts

 

Currency Purchased  

Currency Sold

   Counterparty    Settlement Date      Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives         
USD     49,374,050       JPY   5,203,656,000    HSBC Bank      2/19/2021        $(1,048,412
USD     7,524,134       JPY   795,000,000    Morgan Stanley Capital Services, Inc.      2/19/2021        (179,268
                

 

 

 
                   $(1,227,680
                

 

 

 

See Notes to Financial Statements

 

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MFS International Intrinsic Value Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $881,903,273)

     $1,459,836,709  

Investments in affiliated issuers, at value (identified cost, $42,513,951)

     42,517,675  

Receivables for

  

Investments sold

     60,537  

Fund shares sold

     1,461,966  

Dividends

     4,536,318  

Other assets

     6,259  

Total assets

     $1,508,419,464  

Liabilities

        

Payables for

  

Forward foreign currency exchange contracts

     $1,227,680  

Fund shares reacquired

     1,577,709  

Payable to affiliates

  

Investment adviser

     86,654  

Administrative services fee

     1,016  

Shareholder servicing costs

     189  

Distribution and/or service fees

     16,162  

Payable for independent Trustees’ compensation

     381  

Accrued expenses and other liabilities

     122,924  

Total liabilities

     $3,032,715  

Net assets

     $1,505,386,749  

Net assets consist of

        

Paid-in capital

     $889,956,392  

Total distributable earnings (loss)

     615,430,357  

Net assets

     $1,505,386,749  

Shares of beneficial interest outstanding

     43,514,628  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $328,246,824        9,364,677        $35.05  

Service Class

     1,177,139,925        34,149,951        34.47  

See Notes to Financial Statements

 

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MFS International Intrinsic Value Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Dividends

     $21,643,643  

Dividends from affiliated issuers

     197,219  

Other

     15,736  

Income on securities loaned

     6,301  

Foreign taxes withheld

     (2,115,967

Total investment income

     $19,746,932  

Expenses

  

Management fee

     $11,616,943  

Distribution and/or service fees

     2,585,383  

Shareholder servicing costs

     34,297  

Administrative services fee

     185,531  

Independent Trustees’ compensation

     22,370  

Custodian fee

     200,141  

Shareholder communications

     51,434  

Audit and tax fees

     63,296  

Legal fees

     10,353  

Miscellaneous

     41,719  

Total expenses

     $14,811,467  

Reduction of expenses by investment adviser

     (265,777

Net expenses

     $14,545,690  

Net investment income (loss)

     $5,201,242  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $42,215,425  

Affiliated issuers

     (1,885

Forward foreign currency exchange contracts

     529,413  

Foreign currency

     (135,915

Net realized gain (loss)

     $42,607,038  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $208,611,904  

Forward foreign currency exchange contracts

     (2,704,963

Translation of assets and liabilities in foreign currencies

     340,533  

Net unrealized gain (loss)

     $206,247,474  

Net realized and unrealized gain (loss)

     $248,854,512  

Change in net assets from operations

     $254,055,754  

See Notes to Financial Statements

 

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MFS International Intrinsic Value Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $5,201,242        $9,959,005  

Net realized gain (loss)

     42,607,038        26,110,751  

Net unrealized gain (loss)

     206,247,474        251,737,645  

Change in net assets from operations

     $254,055,754        $287,807,401  

Total distributions to shareholders

     $(38,136,630      $(58,909,960

Change in net assets from fund share transactions

     $(66,701,792      $(13,250,059

Total change in net assets

     $149,217,332        $215,647,382  

Net assets

                 

At beginning of period

     1,356,169,417        1,140,522,035  

At end of period

     $1,505,386,749        $1,356,169,417  

See Notes to Financial Statements

 

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MFS International Intrinsic Value Portfolio

 

FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $29.94          $25.02          $28.25          $22.57          $22.46  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.18          $0.28          $0.30          $0.29        $0.32 (c) 

Net realized and unrealized gain (loss)

       5.87          6.06          (2.91        5.80          0.64  

Total from investment operations

       $6.05          $6.34          $(2.61        $6.09          $0.96  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.31        $(0.54        $(0.31        $(0.39        $(0.32

From net realized gain

       (0.63        (0.88        (0.31        (0.02        (0.53

Total distributions declared to shareholders

       $(0.94        $(1.42        $(0.62        $(0.41        $(0.85

Net asset value, end of period (x)

       $35.05          $29.94          $25.02          $28.25          $22.57  

Total return (%) (k)(r)(s)(x)

       20.52          25.94          (9.49        27.14          4.05 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.92          0.92          0.91          0.91          0.91 (c) 

Expenses after expense reductions (f)

       0.90          0.90          0.90          0.90          0.89 (c) 

Net investment income (loss)

       0.59          0.99          1.08          1.13          1.41 (c) 

Portfolio turnover

       10          13          16          10          17  

Net assets at end of period (000 omitted)

       $328,247          $308,053          $282,244          $317,415          $238,192  
Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $29.47          $24.60          $27.80          $22.23          $22.13  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.10          $0.20          $0.27          $0.23          $0.26 (c) 

Net realized and unrealized gain (loss)

       5.77          5.97          (2.91        5.70          0.63  

Total from investment operations

       $5.87          $6.17          $(2.64        $5.93          $0.89  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.24        $(0.42        $(0.25        $(0.34        $(0.26

From net realized gain

       (0.63        (0.88        (0.31        (0.02        (0.53

Total distributions declared to shareholders

       $(0.87        $(1.30        $(0.56        $(0.36        $(0.79

Net asset value, end of period (x)

       $34.47          $29.47          $24.60          $27.80          $22.23  

Total return (%) (k)(r)(s)(x)

       20.21          25.65          (9.72        26.82          3.84 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       1.17          1.17          1.15          1.16          1.16 (c) 

Expenses after expense reductions (f)

       1.15          1.15          1.14          1.15          1.14 (c) 

Net investment income (loss)

       0.34          0.72          0.97          0.89          1.17 (c) 

Portfolio turnover

       10          13          16          10          17  

Net assets at end of period (000 omitted)

       $1,177,140          $1,048,117          $858,278          $1,728,247          $1,273,735  

See Notes to Financial Statements

 

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MFS International Intrinsic Value Portfolio

 

Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)

Per share data is based on average shares outstanding.

 

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(k)

The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)

Certain expenses have been reduced without which performance would have been lower.

 

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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MFS International Intrinsic Value Portfolio

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS International Intrinsic Value Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally

 

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Table of Contents

MFS International Intrinsic Value Portfolio

 

Notes to Financial Statements – continued

 

traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

Japan

     $314,882,089        $—        $—        $314,882,089  

United States

     210,317,257                      210,317,257  

France

     205,101,879                      205,101,879  

Switzerland

     169,963,628        21,104,461               191,068,089  

United Kingdom

     101,277,482        70,521,808               171,799,290  

Germany

     132,094,584                      132,094,584  

Taiwan

     55,413,256                      55,413,256  

Canada

     36,284,887                      36,284,887  

South Korea

     29,854,797                      29,854,797  

Other Countries

     85,002,726        28,017,855               113,020,581  
Mutual Funds      42,517,675                      42,517,675  
Total      $1,382,710,260        $119,644,124        $—        $1,502,354,384  
Other Financial Instruments                            
Forward Foreign Currency Exchange
Contracts – Liabilities
     $—        $(1,227,680      $—        $(1,227,680

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

 

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Notes to Financial Statements – continued

 

The derivative instruments used by the fund during the period were forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2020 as reported in the Statement of Assets and Liabilities:

 

          Fair Value  
Risk    Derivative Contracts    Liability Derivatives  
Foreign Exchange    Forward Foreign Currency Exchange Contracts      $(1,227,680

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Forward Foreign
Currency
Exchange
Contracts
 
Foreign Exchange      $529,413  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Forward Foreign
Currency
Exchange
Contracts
 
Foreign Exchange      $(2,704,963

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

 

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Notes to Financial Statements – continued

 

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

 

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Notes to Financial Statements – continued

 

Book/tax differences primarily relate to wash sale loss deferrals and derivative transactions.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $12,548,204        $21,217,617  
Long-term capital gains      25,588,426        37,692,343  
Total distributions      $38,136,630        $58,909,960  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $931,761,742  
Gross appreciation      588,057,340  
Gross depreciation      (18,692,378
Net unrealized appreciation (depreciation)      $569,364,962  
Undistributed ordinary income      3,610,364  
Undistributed long-term capital gain      42,184,350  
Other temporary differences      270,681  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $8,702,058        $14,425,226  
Service Class      29,434,572        44,484,734  
Total      $38,136,630        $58,909,960  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.90%  
In excess of $1 billion and up to $2 billion      0.80%  
In excess of $2 billion      0.70%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $145,885, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.86% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.90% of average daily net assets for the Initial Class shares and 1.15% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $119,892, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these

 

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Notes to Financial Statements – continued

 

participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $32,185, which equated to 0.0024% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $2,112.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0140% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $156,407 and $380,274, respectively. The sales transactions resulted in net realized gains (losses) of $97,186.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $130,942,102 and $234,803,163, respectively.

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     1,545,411        $46,930,881        1,272,961        $35,746,878  

Service Class

     4,685,053        136,442,604        4,881,451        134,750,061  
     6,230,464        $183,373,485        6,154,412        $170,496,939  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     262,777        $8,408,861        513,152        $13,849,975  

Service Class

     934,431        29,434,572        1,672,987        44,484,734  
     1,197,208        $37,843,433        2,186,139        $58,334,709  
Shares reacquired            

Initial Class

     (2,732,208      $(81,847,531      (2,779,834      $(78,917,068

Service Class

     (7,040,629      (206,071,179      (5,877,448      (163,164,639
     (9,772,837      $(287,918,710      (8,657,282      $(242,081,707
Net change            

Initial Class

     (924,020      $(26,507,789      (993,721      $(29,320,215

Service Class

     (1,421,145      (40,194,003      676,990        16,070,156  
     (2,345,165      $(66,701,792      (316,731      $(13,250,059

The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio, the MFS Growth Allocation Portfolio, and the MFS Conservative Allocation Portfolio were the owners of record of approximately 3%, 1%, and 1%, respectively, of the value of outstanding voting shares of the fund.

 

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Notes to Financial Statements – continued

 

Effective at the close of business on October 16, 2017, the fund is closed to new investors subject to certain exceptions. Please see the fund’s prospectus for details.

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $6,725 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $40,476,769       $190,248,448       $188,205,657       $(1,885     $—       $42,517,675  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio

 

        $197,219       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of

MFS International Intrinsic Value Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS International Intrinsic Value Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of

MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships

During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations
During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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MFS International Intrinsic Value Portfolio

 

Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Pablo de la Mata

Philip Evans

Benjamin Stone

 

 

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MFS International Intrinsic Value Portfolio

 

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS International Intrinsic Value Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 4th quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course

 

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Board Review of Investment Advisory Agreement – continued

 

of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS International Intrinsic Value Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $28,148,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 11.77% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

Income derived from foreign sources was $20,032,599. The fund intends to pass through foreign tax credits of $2,081,623 for the fiscal year.

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO


Table of Contents

Annual Report

December 31, 2020

 

LOGO

 

MFS® Massachusetts Investors Growth Stock Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

 

MIS-ANN


Table of Contents

MFS® Massachusetts Investors Growth Stock Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      3  
Performance summary      5  
Expense table      6  
Portfolio of investments      7  
Statement of assets and liabilities      9  
Statement of operations      10  
Statements of changes in net assets      11  
Financial highlights      12  
Notes to financial statements      14  
Report of independent registered public accounting firm      19  
Trustees and officers      20  
Board review of investment advisory agreement      23  
Proxy voting policies and information      25  
Quarterly portfolio disclosure      25  
Further information      25  
Information about fund contracts and legal claims      25  
Federal tax information      25  
MFS® privacy notice      26  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

MFS Massachusetts Investors Growth Stock Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure

 

LOGO

 

Top ten holdings  
Microsoft Corp.     10.0%  
Alphabet, Inc., “A”     6.8%  
Apple, Inc.     5.0%  
Accenture PLC, “A”     4.2%  
Visa, Inc., “A”     3.1%  
Colgate-Palmolive Co.     3.0%  
Charles Schwab Corp.     2.9%  
Aon PLC     2.5%  
Fiserv, Inc.     2.5%  
Electronic Arts, Inc.     2.3%  
GICS equity sectors (g)  
Information Technology     35.1%  
Health Care     15.3%  
Consumer Discretionary     12.7%  
Communication Services     12.5%  
Financials     8.7%  
Consumer Staples     7.8%  
Industrials     5.7%  
Materials     1.4%  
 
(g)

The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS. MFS has applied its own internal sector/industry classification methodology for equity securities and non-equity securities that are unclassified by GICS.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS Massachusetts Investors Growth Stock Portfolio (fund) provided a total return of 22.53%, while Service Class shares of the fund provided a total return of 22.20%. These compare with a return of 38.49% over the same period for the fund’s benchmark, the Russell 1000® Growth Index.

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Detractors from Performance

Stock selection in both the information technology and consumer discretionary sectors weakened the fund’s performance relative to the Russell 1000® Growth Index. Within the information technology sector, the fund’s underweight position in computer and personal electronics maker Apple, not owning shares of computer graphics processor maker NVIDIA, and its overweight positions in global banking and payment technologies provider Fidelity National Information Services and financial technology services provider Fiserv, held back relative returns. Despite headwinds related to COVID-19, the share price of Apple appreciated as product demand recovered more rapidly than expected and the shift toward work-from-home and remote learning supported strong iPhone and iPad sales. Additionally, shares of Apple reacted positively to the announcement of a new line of its flagship iPhone product with 5G compatibility. Within the consumer discretionary sector, not owning shares of strong-performing electric vehicle manufacturer Tesla and internet retailer Amazon.com, and the fund’s overweight position in hotel operator Marriott International (h), detracted from relative results. The share price of Tesla appreciated throughout the period after the company disclosed record deliveries amid the launch of its Model Y and China factory. Additionally, Tesla was added as a constituent to the S&P 500 Index, which further boosted its stock performance.

Elsewhere, the fund’s overweight positions in medical technology company Becton, Dickinson and Co., risk management and human capital consulting services provider Aon and medical devices maker Boston Scientific detracted from relative returns. The share price of Becton, Dickinson and Co. fell marginally over the period on the back of its reduced full-year guidance, driven by pump software remediation delays and challenges.

Contributors to Performance

Stock selection in the industrials sector contributed to the fund’s relative performance. Within this sector, not holding shares of weak-performing aerospace company Boeing and defense contractor Lockheed Martin benefited relative returns. The share price of Boeing declined as the travel and airline industries came under intense pressure amid the outbreak of the COVID-19 virus, which resulted in widespread travel restrictions across the globe and ultimately led the company to suspend production.

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

Management Review – continued

 

Avoiding the underperforming real estate sector also bolstered the fund’s relative results. Within this sector, not owning shares of broadcast and communication tower management firm American Tower and investment trust Simon Property Group aided relative performance. The share price of American Tower declined as the company reported softer-than-anticipated financial results, which saw slower growth in revenues as investors appeared to have awaited news of a lease agreement with T-Mobile. Additionally, management announced it had entered into a definitive agreement to acquire InSite Wireless in an all-cash deal, which put further pressure on its share price.

Elsewhere, not owning shares of weak-performing pharmaceutical company Merck, biotechnology firm Amgen, beverage maker Coca-Cola and health insurance and medicare/medicaid provider UnitedHealth Group strengthened relative returns. The share price of Merck fell as the company lowered its 2020 guidance to account for weaker sales of vaccines, medications and animal health products, which reflected COVID-19-related delays and shutdowns. Additionally, the fund’s holdings of semiconductor manufacturer Taiwan Semiconductor Manufacturing (b) (Taiwan), and its underweight position in pharmaceutical company Eli Lilly (h), further supported relative performance.

Respectfully,

Portfolio Manager(s)

Jeffrey Constantino and Joseph Skorski

 

(b)

Security is not a benchmark constituent.

 

(h)

Security was not held in the portfolio at period end.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr     
    Initial Class    5/06/98      22.53%      18.68%      14.99%    
    Service Class    8/24/01      22.20%      18.39%      14.71%    
Comparative benchmark(s)                 
     Russell 1000® Growth Index (f)      38.49%      21.00%      17.21%     

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

Russell 1000® Growth Index (h) – constructed to provide a comprehensive barometer for growth securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values.

It is not possible to invest directly in an index.

 

(h)

Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and/or Russell ratings or underlying data and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this document. No further distribution of Russell Data is permitted without Russell’s express written consent. Russell does not promote, sponsor, or endorse the content of this document.

Notes to Performance Summary

Average annual total return represents the average annual change in value for each share class for the periods presented.

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.78%        $1,000.00        $1,234.00        $4.38  
  Hypothetical (h)      0.78%        $1,000.00        $1,021.22        $3.96  
Service Class   Actual      1.03%        $1,000.00        $1,231.94        $5.78  
  Hypothetical (h)      1.03%        $1,000.00        $1,019.96        $5.23  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 

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PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
COMMON STOCKS – 99.2%     
Apparel Manufacturers – 5.4%

 

 
Adidas AG (a)      45,501     $ 16,559,159  
LVMH Moet Hennessy Louis Vuitton SE      22,644       14,133,049  
NIKE, Inc., “B”      130,858       18,512,481  
VF Corp.      98,728       8,432,359  
    

 

 

 
     $ 57,637,048  
    

 

 

 
Brokerage & Asset Managers – 3.7%

 

 
Blackstone Group, Inc.      123,378     $ 7,996,128  
Charles Schwab Corp.      594,203       31,516,527  
    

 

 

 
     $ 39,512,655  
    

 

 

 
Business Services – 11.7%

 

 
Accenture PLC, “A”      170,494     $ 44,534,738  
Cognizant Technology Solutions Corp., “A”      215,284       17,642,524  
Equifax, Inc.      71,270       13,743,707  
Fidelity National Information Services, Inc.      121,936       17,249,066  
Fiserv, Inc. (a)      232,273       26,446,604  
Verisk Analytics, Inc., “A”      25,990       5,395,264  
    

 

 

 
     $ 125,011,903  
    

 

 

 
Cable TV – 2.2%

 

 
Comcast Corp., “A”      457,008     $ 23,947,219  
    

 

 

 
Computer Software – 10.0%

 

 
Microsoft Corp.      479,419     $ 106,632,374  
    

 

 

 
Computer Software – Systems – 5.0%

 

 
Apple, Inc.      401,920     $ 53,330,765  
    

 

 

 
Construction – 2.5%

 

 
Otis Worldwide Corp.      179,086     $ 12,097,259  
Sherwin-Williams Co.      20,327       14,938,516  
    

 

 

 
     $ 27,035,775  
    

 

 

 
Consumer Products – 5.9%

 

 
Church & Dwight Co., Inc.      188,011     $ 16,400,199  
Colgate-Palmolive Co.      374,207       31,998,441  
Estee Lauder Cos., Inc., “A”      54,272       14,446,664  
    

 

 

 
     $ 62,845,304  
    

 

 

 
Electrical Equipment – 5.0%

 

 
Amphenol Corp., “A”      180,270     $ 23,573,908  
Fortive Corp.      203,020       14,377,876  
TE Connectivity Ltd.      130,212       15,764,767  
    

 

 

 
     $ 53,716,551  
    

 

 

 
Electronics – 3.2%

 

 
Analog Devices, Inc.      79,749     $ 11,781,320  
Taiwan Semiconductor Manufacturing Co. Ltd., ADR      79,881       8,710,224  
Texas Instruments, Inc.      85,273       13,995,858  
    

 

 

 
     $ 34,487,402  
    

 

 

 
Food & Beverages – 1.9%

 

 
PepsiCo, Inc.      137,551     $ 20,398,813  
    

 

 

 
Issuer    Shares/Par     Value ($)  
COMMON STOCKS – continued     
General Merchandise – 1.8%

 

 
Dollarama, Inc.      463,492     $ 18,890,694  
    

 

 

 
Health Maintenance Organizations – 1.1%

 

 
Cigna Corp.      56,176     $ 11,694,720  
    

 

 

 
Insurance – 4.0%

 

 
Aon PLC      129,041     $ 27,262,492  
Marsh & McLennan Cos., Inc.      129,395       15,139,215  
    

 

 

 
     $ 42,401,707  
    

 

 

 
Internet – 9.7%

 

 
Alibaba Group Holding Ltd., ADR (a)      81,453     $ 18,956,557  
Alphabet, Inc., “A” (a)      41,418       72,590,844  
Tencent Holdings Ltd.      172,200       12,582,176  
    

 

 

 
     $ 104,129,577  
    

 

 

 
Leisure & Toys – 2.3%

 

 
Electronic Arts, Inc.      174,782     $ 25,098,695  
    

 

 

 
Medical & Health Technology & Services – 1.7%

 

PRA Health Sciences, Inc. (a)      145,202     $ 18,214,139  
    

 

 

 
Medical Equipment – 12.1%

 

 
Abbott Laboratories      99,095     $ 10,849,912  
Agilent Technologies, Inc.      161,207       19,101,417  
Becton, Dickinson and Co.      82,844       20,729,226  
Boston Scientific Corp. (a)      679,971       24,444,957  
Danaher Corp.      31,793       7,062,497  
Medtronic PLC      92,622       10,849,741  
Mettler-Toledo International, Inc. (a)      1,844       2,101,570  
Stryker Corp.      86,294       21,145,482  
Thermo Fisher Scientific, Inc.      29,121       13,563,979  
    

 

 

 
     $ 129,848,781  
    

 

 

 
Other Banks & Diversified Financials – 4.4%

 

 
Mastercard, Inc., “A”      6,686     $ 2,386,501  
Moody’s Corp.      36,495       10,592,309  
Visa, Inc., “A”      154,007       33,685,951  
    

 

 

 
     $ 46,664,761  
    

 

 

 
Pharmaceuticals – 0.4%

 

 
Roche Holding AG      11,889     $ 4,149,668  
    

 

 

 
Railroad & Shipping – 1.4%

 

 
Union Pacific Corp.      71,591     $ 14,906,678  
    

 

 

 
Restaurants – 1.4%

 

 
Starbucks Corp.      142,326     $ 15,226,035  
    

 

 

 
Specialty Stores – 2.4%

 

 
Ross Stores, Inc.      105,169     $ 12,915,805  
TJX Cos., Inc.      180,395       12,319,174  
    

 

 

 
     $ 25,234,979  
    

 

 

 
Total Common Stocks
(Identified Cost, $521,743,693)
     $ 1,061,016,243  
    

 

 

 
 

 

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Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
INVESTMENT COMPANIES (h) – 0.8%

 

 
Money Market Funds – 0.8%

 

 
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $8,618,175)      8,618,176     $ 8,618,176  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – (0.0)%
       (78,644
    

 

 

 
NET ASSETS – 100.0%      $ 1,069,555,775  
    

 

 

 

 

(a)   Non-income producing security.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $8,618,176 and $1,061,016,243, respectively.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

The following abbreviations are used in this report and are defined:

 

ADR   American Depositary Receipt

See Notes to Financial Statements

 

 

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FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $521,743,693)

     $1,061,016,243  

Investments in affiliated issuers, at value (identified cost, $8,618,175)

     8,618,176  

Receivables for

  

Investments sold

     88,739  

Fund shares sold

     230,003  

Dividends

     469,251  

Other assets

     4,641  

Total assets

     $1,070,427,053  

Liabilities

        

Payables for

  

Fund shares reacquired

     $716,150  

Payable to affiliates

  

Investment adviser

     42,538  

Administrative services fee

     733  

Shareholder servicing costs

     157  

Distribution and/or service fees

     5,809  

Payable for independent Trustees’ compensation

     351  

Accrued expenses and other liabilities

     105,540  

Total liabilities

     $871,278  

Net assets

     $1,069,555,775  

Net assets consist of

        

Paid-in capital

     $383,534,102  

Total distributable earnings (loss)

     686,021,673  

Net assets

     $1,069,555,775  

Shares of beneficial interest outstanding

     42,954,117  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $641,266,720        25,593,884        $25.06  

Service Class

     428,289,055        17,360,233        24.67  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Dividends

     $10,199,828  

Other

     49,706  

Dividends from affiliated issuers

     36,937  

Income on securities loaned

     15,309  

Foreign taxes withheld

     (147,102

Total investment income

     $10,154,678  

Expenses

  

Management fee

     $7,242,655  

Distribution and/or service fees

     967,192  

Shareholder servicing costs

     29,318  

Administrative services fee

     137,948  

Independent Trustees’ compensation

     21,865  

Custodian fee

     62,370  

Shareholder communications

     55,797  

Audit and tax fees

     60,287  

Legal fees

     7,605  

Miscellaneous

     36,446  

Total expenses

     $8,621,483  

Reduction of expenses by investment adviser

     (106,105

Net expenses

     $8,515,378  

Net investment income (loss)

     $1,639,300  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $146,328,559  

Affiliated issuers

     (1,649

Foreign currency

     (16,319

Net realized gain (loss)

     $146,310,591  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $52,915,260  

Affiliated issuers

     2  

Translation of assets and liabilities in foreign currencies

     10,637  

Net unrealized gain (loss)

     $52,925,899  

Net realized and unrealized gain (loss)

     $199,236,490  

Change in net assets from operations

     $200,875,790  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $1,639,300        $3,831,117  

Net realized gain (loss)

     146,310,591        93,493,641  

Net unrealized gain (loss)

     52,925,899        209,459,172  

Change in net assets from operations

     $200,875,790        $306,783,930  

Total distributions to shareholders

     $(96,440,810      $(77,028,659

Change in net assets from fund share transactions

     $(40,476,255      $(37,891,568

Total change in net assets

     $63,958,725        $191,863,703  

Net assets

                 

At beginning of period

     1,005,597,050        813,733,347  

At end of period

     $1,069,555,775        $1,005,597,050  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $22.58          $17.60          $18.60          $15.38          $16.38  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.06          $0.11          $0.13          $0.11          $0.11 (c) 

Net realized and unrealized gain (loss)

       4.80          6.71          0.16          4.16          0.95  

Total from investment operations

       $4.86          $6.82          $0.29          $4.27          $1.06  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.11        $(0.13        $(0.12        $(0.12        $(0.10

From net realized gain

       (2.27        (1.71        (1.17        (0.93        (1.96

Total distributions declared to shareholders

       $(2.38        $(1.84        $(1.29        $(1.05        $(2.06

Net asset value, end of period (x)

       $25.06          $22.58          $17.60          $18.60          $15.38  

Total return (%) (k)(r)(s)(x)

       22.53          39.95          0.81          28.42          6.08 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)

       0.79          0.79          0.80          0.81          0.78 (c) 

Expenses after expense reductions (f)

       0.78          0.78          0.79          0.80          0.77 (c) 

Net investment income (loss)

       0.27          0.51          0.65          0.66          0.70 (c) 

Portfolio turnover

       33          22          23          21          24  

Net assets at end of period (000 omitted)

       $641,267          $603,369          $493,783          $562,471          $500,924  

 

Service Class      Year ended  
       12/31/20      12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $22.27        $17.38          $18.38          $15.21          $16.22  
Income (loss) from investment operations                                                     

Net investment income (loss) (d)

       $0.00 (w)       $0.05          $0.08          $0.07          $0.07 (c) 

Net realized and unrealized gain (loss)

       4.72        6.62          0.16          4.10          0.94  

Total from investment operations

       $4.72        $6.67          $0.24          $4.17          $1.01  
Less distributions declared to shareholders                                                     

From net investment income

       $(0.05      $(0.07        $(0.07        $(0.07        $(0.06

From net realized gain

       (2.27      (1.71        (1.17        (0.93        (1.96

Total distributions declared to shareholders

       $(2.32      $(1.78        $(1.24        $(1.00        $(2.02

Net asset value, end of period (x)

       $24.67        $22.27          $17.38          $18.38          $15.21  

Total return (%) (k)(r)(s)(x)

       22.20        39.58          0.58          28.10          5.84 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                    

Expenses before expense reductions (f)

       1.04        1.04          1.05          1.06          1.03 (c) 

Expenses after expense reductions (f)

       1.03        1.03          1.04          1.05          1.02 (c) 

Net investment income (loss)

       0.02        0.26          0.40          0.41          0.45 (c) 

Portfolio turnover

       33        22          23          21          24  

Net assets at end of period (000 omitted)

       $428,289        $402,228          $319,950          $369,950          $328,673  

See Notes to Financial Statements

 

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Financial Highlights – continued

 

(c)   Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)   Per share data is based on average shares outstanding.

 

(f)   Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(k)   The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)   Certain expenses have been reduced without which performance would have been lower.

 

(s)   From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(w)   Per share amount was less than $0.01.

 

(x)   The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS Massachusetts Investors Growth Stock Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser

 

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Notes to Financial Statements – continued

 

generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Equity Securities:            

United States

     $967,034,716        $—        $—        $967,034,716  

China

     18,956,557        12,582,176               31,538,733  

Canada

     18,890,694                      18,890,694  

Germany

     16,559,159                      16,559,159  

France

     14,133,049                      14,133,049  

Taiwan

     8,710,224                      8,710,224  

Switzerland

     4,149,668                      4,149,668  
Mutual Funds      8,618,176                      8,618,176  
Total      $1,057,052,243        $12,582,176        $—        $1,069,634,419  

For further information regarding security characteristics, see the Portfolio of Investments.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.

 

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Notes to Financial Statements – continued

 

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to wash sale loss deferrals.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $9,714,474        $9,294,449  
Long-term capital gains      86,726,336        67,734,210  
Total distributions      $96,440,810        $77,028,659  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $532,150,972  
Gross appreciation      538,026,198  
Gross depreciation      (542,751
Net unrealized appreciation (depreciation)      $537,483,447  
Undistributed ordinary income      6,111,511  
Undistributed long-term capital gain      142,415,273  
Other temporary differences      11,442  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $58,026,955        $47,083,180  
Service Class      38,413,855        29,945,479  
Total      $96,440,810        $77,028,659  

 

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Notes to Financial Statements – continued

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.75%  
In excess of $1 billion      0.65%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $106,105, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.82% of average daily net assets for the Initial Class shares and 1.07% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $27,529, which equated to 0.0029% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $1,789.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0143% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $4,584,958 and $226,775, respectively. The sales transactions resulted in net realized gains (losses) of $(21,908).

The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended December 31, 2020, this reimbursement amounted to $49,570, which is included in “Other” income in the Statement of Operations.

 

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Notes to Financial Statements – continued

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $314,918,685 and $447,796,664, respectively.

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     536,906        $11,499,519        727,093        $15,422,380  

Service Class

     1,322,375        28,371,478        1,484,252        30,568,543  
     1,859,281        $39,870,997        2,211,345        $45,990,923  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     2,538,362        $58,026,955        2,333,161        $47,083,180  

Service Class

     1,705,766        38,413,855        1,503,287        29,945,479  
     4,244,128        $96,440,810        3,836,448        $77,028,659  
Shares reacquired            

Initial Class

     (4,205,948      $(94,166,872      (4,390,381      $(91,905,899

Service Class

     (3,730,825      (82,621,190      (3,334,851      (69,005,251
     (7,936,773      $(176,788,062      (7,725,232      $(160,911,150
Net change            

Initial Class

     (1,130,680      $(24,640,398      (1,330,127      $(29,400,339

Service Class

     (702,684      (15,835,857      (347,312      (8,491,229
     (1,833,364      $(40,476,255      (1,677,439      $(37,891,568

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $4,936 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases    

Sales

Proceeds

    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS Institutional Money Market Portfolio     $11,991,156       $171,606,932       $174,978,265       $(1,649     $2       $8,618,176  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS Institutional Money Market Portfolio             $36,937       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of

MFS Massachusetts Investors Growth Stock Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Massachusetts Investors Growth Stock Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships
During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the

Person is an

Officer

 

Principal Occupations
During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Jeffrey Constantino

Joseph Skorski

 

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS Massachusetts Investors Growth Stock Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

Board Review of Investment Advisory Agreement – continued

 

of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS Massachusetts Investors Growth Stock Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund designates $95,399,000 as capital gain dividends paid during the fiscal year.

For corporate shareholders, 92.87% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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LOGO


Table of Contents
Annual Report
December 31, 2020
MFS®  Research
International Portfolio
MFS® Variable Insurance Trust II
RSS-ANN


Table of Contents
MFS® Research International Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS Research International Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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MFS Research International Portfolio
Portfolio Composition
Portfolio structure
Top ten holdings
Roche Holding AG 2.9%
Nestle S.A. 2.7%
Schneider Electric SE 2.3%
Linde PLC 2.2%
Novo Nordisk A.S., “B” 2.1%
LVMH Moet Hennessy Louis Vuitton SE 2.0%
AIA Group Ltd. 1.8%
Daikin Industries Ltd. 1.6%
Diageo PLC 1.5%
BNP Paribas 1.5%
Global equity sectors (k)
Capital Goods 22.0%
Financial Services 18.5%
Health Care 11.6%
Technology 11.5%
Consumer Cyclicals 10.0%
Consumer Staples 8.8%
Energy 6.4%
Telecommunications/Cable Television 3.3%
Issuer country weightings (x)
Japan 19.9%
United States 12.7%
Switzerland 11.3%
France 10.0%
Germany 7.9%
United Kingdom 6.5%
Netherlands 5.9%
Hong Kong 4.2%
China 3.8%
Other Countries 17.8%
Currency exposure weightings (y)
Euro 30.8%
Japanese Yen 19.9%
United States Dollar 12.0%
Swiss Franc 11.3%
British Pound Sterling 7.3%
Hong Kong Dollar 7.0%
Danish Krone 2.8%
Australian Dollar 2.5%
Canadian Dollar 1.8%
Other Currencies 4.6%
 
(k) The sectors set forth above and the associated portfolio composition are based on MFS’ own custom sector classification methodology.
(o) Less than 0.1%.
(x) Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents and Other.
(y) Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio's net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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MFS Research International Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Research International Portfolio (fund) provided a total return of 12.95%, while Service Class shares of the fund provided a total return of 12.71%. These compare with a return of 7.82% over the same period for the fund’s benchmark, the MSCI EAFE Index (net div).
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Contributors to Performance
Stock selection within the capital goods sector contributed to the fund's performance relative to the MSCI EAFE Index, led by its overweight positions in electrical distribution equipment manufacturer Schneider Electric (France), electronic power tools manufacturer Techtronic Industries (Hong Kong) and air conditioning system manufacturer Daikin Industries (Japan). The stock price of Schneider Electric appreciated over the reporting period as the company reported earnings per share results that exceeded market expectations, driven by stronger-than-anticipated sales within its energy management and industrial automation segments.
Security selection within the financial services sector also supported the fund's relative results. Within this sector, not owning shares of poor-performance banking and financial services company HSBC (United Kingdom), and the fund's holdings of stock exchange operator Euronext(b) (Netherlands), bolstered relative performance. Elsewhere, not owning shares of weak-performing global energy and petrochemicals company Royal Dutch Shell(h) (United Kingdom) contributed to relative performance. Although the company reported relatively better-than-expected financial results, driven by oil trading, strength in downstream performance and cost cutting, shares of Royal Dutch Shell declined due to a difficult macroeconomic environment and weak demand for energy products. The fund's holdings of semiconductor manufacturer Taiwan Semiconductor Manufacturing(b) (Taiwan), internet search engine and online computer games provider NAVER(b) (South Korea), microchip and electronics manufacturer Samsung Electronics(b) (South Korea) and software engineering solutions and technology services provider EPAM Systems(b) also benefited relative returns.
Detractors from Performance
Stock selection within the health care sector held back relative performance, led by the fund's overweight positions in weak-performing pharmaceutical products manufacturer Santen Pharmaceutical (Japan) and life sciences company Bayer (Germany).
Individual stocks in other sectors that were among the fund's top relative detractors included not owning shares of ASML(h) (Netherlands), a lithography systems manufacturer for the semiconductor industry. Shares of ASML rose as the company posted strong financial results and a reassuring outlook. Better-than-expected sales benefited from higher extreme ultraviolet machines (EUV) revenue recognition, while the positive outlook was supported by growing demand associated with digital transformation, including
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MFS Research International Portfolio
Management Review - continued
a 5G network rollout and artificial intelligence (AI) advances. The fund's overweight positions in financial services provider AIB Group (Ireland), oil and gas company Galp Energia (Portugal), integrated oil company BP(h) (United Kingdom), banking and financial services firm Intesa Sanpaolo(h) (Italy) and food processing company Danone (France) further weighed on relative performance. The fund's holdings of insurance company Hiscox(b) (United Kingdom) also held back relative returns.
The fund’s cash and/or cash equivalents position during the period was another detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets appreciated, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
Victoria Higley and Camille Humphries Lee
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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MFS Research International Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 5/06/98 12.95% 9.61% 5.97%
Service Class 8/24/01 12.71% 9.34% 5.71%
Comparative benchmark(s)
MSCI EAFE Index (net div) (f) 7.82% 7.45% 5.51%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
MSCI EAFE (Europe, Australasia, Far East) Index(e) (net div) - a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.
It is not possible to invest directly in an index.
(e) Morgan Stanley Capital International (“MSCI”) makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
5


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MFS Research International Portfolio
Performance Summary – continued
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
6


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MFS Research International Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.96% $1,000.00 $1,208.56 $5.33
Hypothetical (h) 0.96% $1,000.00 $1,020.31 $4.88
Service Class Actual 1.21% $1,000.00 $1,207.18 $6.71
Hypothetical (h) 1.21% $1,000.00 $1,019.05 $6.14
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
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MFS Research International Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 92.1%
Airlines – 0.4%  
Ryanair Holdings PLC, ADR (a)   18,684 $   2,054,866
Alcoholic Beverages – 1.5%  
Diageo PLC   183,047 $   7,234,220
Apparel Manufacturers – 4.1%  
Adidas AG (a)   16,278 $   5,924,045
Burberry Group PLC (a)   58,074    1,421,154
Compagnie Financiere Richemont S.A.   32,730    2,960,599
LVMH Moet Hennessy Louis Vuitton SE   15,853    9,894,508
        $20,200,306
Automotive – 2.3%  
Continental AG   19,434 $   2,878,663
Koito Manufacturing Co. Ltd.   64,200    4,364,767
Toyota Industries Corp.   13,000    1,031,136
USS Co. Ltd.   149,200    3,014,200
        $11,288,766
Brokerage & Asset Managers – 1.7%  
Euronext N.V.   41,305 $   4,548,992
Hong Kong Exchanges & Clearing Ltd.   73,300    4,031,527
           $8,580,519
Business Services – 0.8%  
Nomura Research Institute Ltd.   112,100 $   4,011,520
Computer Software – 0.5%  
Cadence Design Systems, Inc. (a)   19,395 $   2,646,060
Topicus.com, Inc. (a)   3,953       14,944
           $2,661,004
Computer Software - Systems – 4.7%  
Amadeus IT Group S.A.   54,435 $   3,940,971
Constellation Software, Inc.   2,114    2,745,128
EPAM Systems, Inc. (a)   9,949    3,565,224
Fujitsu Ltd.   18,700    2,699,371
Hitachi Ltd.   132,900    5,232,081
Samsung Electronics Co. Ltd.   62,200    4,637,945
        $22,820,720
Construction – 1.4%  
Techtronic Industries Co. Ltd.   361,000 $   5,168,861
Toto Ltd.   31,900    1,915,452
           $7,084,313
Consumer Products – 1.9%  
Kao Corp.   59,000 $   4,554,065
Reckitt Benckiser Group PLC   51,181    4,578,750
           $9,132,815
Consumer Services – 1.0%  
51job, Inc., ADR (a)   22,619 $   1,583,330
Carsales.com Ltd.   51,646      796,728
Persol Holdings Co. Ltd.   70,800    1,276,052
SEEK Ltd.   48,451    1,065,690
           $4,721,800
Issuer     Shares/Par Value ($)
Common Stocks – continued
Containers – 0.7%  
Brambles Ltd.   434,420 $   3,559,106
Electrical Equipment – 3.4%  
Legrand S.A.   56,027 $   4,996,514
Schneider Electric SE   79,167 11,441,310
        $16,437,824
Electronics – 2.4%  
Kyocera Corp.   48,300 $   2,959,138
NXP Semiconductors N.V.   27,678    4,401,079
Taiwan Semiconductor Manufacturing Co. Ltd.   228,804    4,297,278
        $11,657,495
Energy - Independent – 0.4%  
Oil Search Ltd.   687,717 $   1,967,025
Energy - Integrated – 2.0%  
Cairn Energy PLC (a)   816,681 $   2,349,695
Eni S.p.A.   203,398    2,124,017
Galp Energia SGPS S.A., “B”   297,113    3,177,423
Idemitsu Kosan Co. Ltd.   101,300    2,227,021
           $9,878,156
Food & Beverages – 3.8%  
Danone S.A.   80,529 $   5,288,815
Nestle S.A.   111,797 13,166,108
        $18,454,923
Food & Drug Stores – 0.3%  
Sugi Holdings Co. Ltd.   20,200 $   1,349,862
Gaming & Lodging – 0.8%  
Flutter Entertainment PLC (a)   18,517 $   3,833,755
Insurance – 4.7%  
AIA Group Ltd.   721,800 $   8,890,892
Aon PLC   30,726    6,491,482
Hiscox Ltd. (a)   205,643    2,835,286
Zurich Insurance Group AG   11,452    4,853,826
        $23,071,486
Internet – 3.1%  
NAVER Corp. (a)   11,808 $   3,179,453
NetEase.com, Inc., ADR   52,734    5,050,335
Scout24 AG   31,202    2,555,807
Tencent Holdings Ltd.   61,900    4,522,862
        $15,308,457
Leisure & Toys – 1.6%  
Nintendo Co. Ltd.   6,000 $   3,825,287
Prosus N.V.   22,481    2,418,356
Yamaha Corp.   24,700    1,452,027
           $7,695,670
 
8


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MFS Research International Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Machinery & Tools – 6.2%  
Daikin Industries Ltd.   35,900 $   7,968,893
GEA Group AG   113,629    4,064,500
Kubota Corp.   278,100    6,062,690
Ritchie Bros. Auctioneers, Inc.   52,860    3,674,328
Schindler Holding AG   16,102    4,347,842
SMC Corp.   6,800    4,145,659
        $30,263,912
Major Banks – 4.6%  
Bank of Ireland Group PLC (a)   612,706 $   2,489,002
BNP Paribas (a)   135,053    7,111,786
Credit Suisse Group AG   242,144    3,118,086
Mitsubishi UFJ Financial Group, Inc.   858,600    3,792,625
NatWest Group PLC (a)   1,200,058    2,775,470
UBS Group AG   247,240    3,458,005
        $22,744,974
Medical Equipment – 3.5%  
EssilorLuxottica   37,271 $   5,807,622
Koninklijke Philips N.V. (a)   131,346    7,024,888
Terumo Corp.   105,300    4,397,401
        $17,229,911
Natural Gas - Distribution – 0.5%  
China Resources Gas Group Ltd.   432,000 $   2,298,628
Natural Gas - Pipeline – 0.8%  
APA Group   226,625 $   1,686,014
TC Energy Corp.   51,769    2,104,679
           $3,790,693
Other Banks & Diversified Financials – 4.5%  
AIB Group PLC (a)   1,318,797 $   2,708,273
HDFC Bank Ltd. (a)   250,823    4,940,700
ING Groep N.V. (a)   329,687    3,123,247
Julius Baer Group Ltd.   75,724    4,386,270
KBC Group N.V. (a)   54,998    3,848,546
Macquarie Group Ltd.   30,713    3,278,955
        $22,285,991
Pharmaceuticals – 8.1%  
Bayer AG   72,168 $   4,245,539
Kyowa Kirin Co. Ltd.   201,300    5,486,012
Novo Nordisk A.S., “B”   149,730 10,485,573
Roche Holding AG   40,920 14,282,481
Santen Pharmaceutical Co. Ltd.   325,000    5,272,142
        $39,771,747
Printing & Publishing – 1.2%  
Wolters Kluwer N.V.   71,067 $   5,995,721
Real Estate – 2.9%  
ESR Cayman Ltd. (a)   595,600 $   2,135,800
Grand City Properties S.A.   221,440    5,670,145
LEG Immobilien AG   39,894    6,192,461
        $13,998,406
Restaurants – 0.6%  
Yum China Holdings, Inc.   49,065 $   2,801,121
Issuer     Shares/Par Value ($)
Common Stocks – continued
Specialty Chemicals – 8.0%  
Akzo Nobel N.V.   56,022 $   6,013,075
Croda International PLC   59,781    5,400,976
Kansai Paint Co. Ltd.   77,000    2,367,682
Linde PLC (a)   40,865 10,633,542
Nitto Denko Corp.   51,500    4,603,603
Sika AG   18,263    4,988,132
Symrise AG   37,720    4,995,141
        $39,002,151
Telecommunications - Wireless – 2.5%  
Advanced Info Service Public Co. Ltd.   318,800 $   1,872,790
KDDI Corp.   155,200    4,608,428
SoftBank Corp.   74,600    5,821,769
        $12,302,987
Telephone Services – 0.8%  
Hellenic Telecommunications Organization S.A.   128,174 $   2,063,774
Tele2 AB, “B”   150,265    1,986,202
           $4,049,976
Tobacco – 1.7%  
British American Tobacco PLC   145,717 $   5,419,935
Japan Tobacco, Inc.   140,800    2,866,317
           $8,286,252
Utilities - Electric Power – 2.7%  
CLP Holdings Ltd.   254,500 $   2,355,978
E.ON SE   211,406    2,340,906
Iberdrola S.A.   381,540    5,453,468
Orsted A.S.   16,027    3,271,219
        $13,421,571
Total Common Stocks (Identified Cost, $357,404,540)   $451,248,649
  Strike
Price
First
Exercise
   
Warrants – 0.0%        
Apparel Manufacturers – 0.0%        
Compagnie Financiere Richemont S.A. (1 share for 2 warrants, Expiration 12/04/23) (a)(n) (Identified Cost, $0) CHF 67.00 11/20/23 72,208 $      18,760
         
Investment Companies (h) – 0.7%
Money Market Funds – 0.7%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $3,433,184)     3,433,184 $   3,433,184
Other Assets, Less Liabilities – 7.2%   35,284,723
Net Assets – 100.0% $489,985,316
    
 
9


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MFS Research International Portfolio
Portfolio of Investments – continued
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $3,433,184 and $451,267,409, respectively.      
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $18,760, representing 0.0% of net assets.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:
CHF Swiss Franc
See Notes to Financial Statements
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MFS Research International Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $357,404,540) $451,267,409
Investments in affiliated issuers, at value (identified cost, $3,433,184) 3,433,184
Receivables for  
Investments sold 1,002,960
Fund shares sold 35,057,334
Dividends 1,392,539
Other assets 2,251
Total assets $492,155,677
Liabilities  
Payables for  
Investments purchased $1,566,594
Fund shares reacquired 312,659
Payable to affiliates  
Investment adviser 27,832
Administrative services fee 352
Shareholder servicing costs 71
Distribution and/or service fees 1,175
Payable for independent Trustees' compensation 153
Deferred country tax expense payable 164,836
Accrued expenses and other liabilities 96,689
Total liabilities $2,170,361
Net assets $489,985,316
Net assets consist of  
Paid-in capital $367,954,244
Total distributable earnings (loss) 122,031,072
Net assets $489,985,316
Shares of beneficial interest outstanding 27,102,940
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $369,243,084 20,356,973 $18.14
Service Class 120,742,232 6,745,967 17.90
See Notes to Financial Statements
11


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MFS Research International Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Dividends $9,377,896
Dividends from affiliated issuers 13,790
Income on securities loaned 3,848
Other 3,403
Foreign taxes withheld (867,758)
Total investment income $8,531,179
Expenses  
Management fee $3,771,779
Distribution and/or service fees 213,720
Shareholder servicing costs 14,024
Administrative services fee 66,121
Independent Trustees' compensation 8,573
Custodian fee 120,543
Shareholder communications 28,437
Audit and tax fees 65,263
Legal fees 3,465
Miscellaneous 29,922
Total expenses $4,321,847
Reduction of expenses by investment adviser (79,874)
Net expenses $4,241,973
Net investment income (loss) $4,289,206
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers (net of $16,199 country tax) $24,927,069
Affiliated issuers (820)
Foreign currency (10,718)
Net realized gain (loss) $24,915,531
Change in unrealized appreciation or depreciation  
Unaffiliated issuers (net of $25,183 increase in deferred country tax) $24,124,515
Affiliated issuers 280
Translation of assets and liabilities in foreign currencies 72,409
Net unrealized gain (loss) $24,197,204
Net realized and unrealized gain (loss) $49,112,735
Change in net assets from operations $53,401,941
See Notes to Financial Statements
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MFS Research International Portfolio
Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $4,289,206 $7,927,290
Net realized gain (loss) 24,915,531 14,187,093
Net unrealized gain (loss) 24,197,204 78,776,368
Change in net assets from operations $53,401,941 $100,890,751
Total distributions to shareholders $(22,406,392) $(23,093,143)
Change in net assets from fund share transactions $2,253,946 $9,763,597
Total change in net assets $33,249,495 $87,561,205
Net assets    
At beginning of period 456,735,821 369,174,616
At end of period $489,985,316 $456,735,821
See Notes to Financial Statements
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Table of Contents
MFS Research International Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $16.96 $14.07 $17.05 $13.54 $13.85
Income (loss) from investment operations          
Net investment income (loss) (d) $0.17 $0.31 $0.25 $0.22 $0.25(c)
Net realized and unrealized gain (loss) 1.92 3.51 (2.56) 3.59 (0.34)
Total from investment operations $2.09 $3.82 $(2.31) $3.81 $(0.09)
Less distributions declared to shareholders          
From net investment income $(0.34) $(0.24) $(0.25) $(0.30) $(0.22)
From net realized gain (0.57) (0.69) (0.42)
Total distributions declared to shareholders $(0.91) $(0.93) $(0.67) $(0.30) $(0.22)
Net asset value, end of period (x) $18.14 $16.96 $14.07 $17.05 $13.54
Total return (%) (k)(r)(s)(x) 12.95 28.04 (14.12) 28.29 (0.70)(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.98 0.99 0.98 1.00 0.95(c)
Expenses after expense reductions (f) 0.96 0.96 0.97 0.99 0.94(c)
Net investment income (loss) 1.06 1.99 1.51 1.44 1.87(c)
Portfolio turnover 28 24 25 27 41
Net assets at end of period (000 omitted) $369,243 $356,291 $302,386 $341,613 $318,753
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $16.74 $13.90 $16.84 $13.38 $13.68
Income (loss) from investment operations          
Net investment income (loss) (d) $0.14 $0.26 $0.21 $0.19 $0.21(c)
Net realized and unrealized gain (loss) 1.89 3.47 (2.53) 3.52 (0.33)
Total from investment operations $2.03 $3.73 $(2.32) $3.71 $(0.12)
Less distributions declared to shareholders          
From net investment income $(0.30) $(0.20) $(0.20) $(0.25) $(0.18)
From net realized gain (0.57) (0.69) (0.42)
Total distributions declared to shareholders $(0.87) $(0.89) $(0.62) $(0.25) $(0.18)
Net asset value, end of period (x) $17.90 $16.74 $13.90 $16.84 $13.38
Total return (%) (k)(r)(s)(x) 12.71 27.67 (14.32) 27.90 (0.91)(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.23 1.24 1.23 1.25 1.20(c)
Expenses after expense reductions (f) 1.21 1.21 1.22 1.24 1.19(c)
Net investment income (loss) 0.87 1.65 1.27 1.26 1.58(c)
Portfolio turnover 28 24 25 27 41
Net assets at end of period (000 omitted) $120,742 $100,445 $66,789 $80,634 $83,138
    
See Notes to Financial Statements
14


Table of Contents
MFS Research International Portfolio
Financial Highlights - continued
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
15


Table of Contents
MFS Research International Portfolio
Notes to Financial Statements
(1)  Business and Organization
MFS Research International Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading
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of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
Japan $97,305,200 $— $— $97,305,200
Switzerland 38,534,166 17,045,943 55,580,109
France 49,089,547 49,089,547
Germany 38,867,207 38,867,207
United Kingdom 5,999,904 26,015,582 32,015,486
Netherlands 23,434,763 5,541,603 28,976,366
United States 23,336,308 23,336,308
Hong Kong 20,447,258 20,447,258
China 13,869,214 4,522,862 18,392,076
Other Countries 60,323,104 26,934,748 87,257,852
Mutual Funds 3,433,184 3,433,184
Total $354,192,597 $100,507,996 $— $454,700,593
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from
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collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $8,553,340 $5,844,027
Long-term capital gains 13,853,052 17,249,116
Total distributions $22,406,392 $23,093,143
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 12/31/20  
Cost of investments $361,616,567
Gross appreciation 115,496,306
Gross depreciation (22,412,280)
Net unrealized appreciation (depreciation) $93,084,026
Undistributed ordinary income 6,014,636
Undistributed long-term capital gain 22,895,404
Other temporary differences 37,006
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Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
12/31/20
  Year
ended
12/31/19
Initial Class $18,500,918   $19,244,674
Service Class 3,905,474   3,848,469
Total $22,406,392   $23,093,143
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.90%
In excess of $1 billion and up to $2 billion 0.80%
In excess of $2 billion 0.70%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $46,046, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.89% of the fund's average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.96% of average daily net assets for the Initial Class shares and 1.21% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $33,828, which is included in the reduction of total expenses in the Statement of Operations.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $12,718, which equated to 0.0030% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $1,306.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0158% of the fund's average daily net assets.
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Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $118,202 and $220,563, respectively. The sales transactions resulted in net realized gains (losses) of $(69,147).
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short-term obligations, aggregated $116,975,522 and $168,300,935, respectively.
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 1,877,609 $27,251,600   1,441,948 $22,641,397
Service Class 3,047,104 51,507,599   1,882,650 30,008,553
  4,924,713 $78,759,199   3,324,598 $52,649,950
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class 1,129,482 $18,500,918   1,288,994 $19,244,674
Service Class 241,377 3,905,474   260,913 3,848,469
  1,370,859 $22,406,392   1,549,907 $23,093,143
Shares reacquired          
Initial Class (3,661,504) $(57,937,592)   (3,206,510) $(51,132,710)
Service Class (2,541,987) (40,974,053)   (948,381) (14,846,786)
  (6,203,491) $(98,911,645)   (4,154,891) $(65,979,496)
Net change          
Initial Class (654,413) $(12,185,074)   (475,568) $(9,246,639)
Service Class 746,494 14,439,020   1,195,182 19,010,236
  92,081 $2,253,946   719,614 $9,763,597
The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio, the MFS Growth Allocation Portfolio, and the MFS Conservative Allocation Portfolio were the owners of record of approximately 21%, 7%, and 4%, respectively, of the value of outstanding voting shares of the fund.
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established
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unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $2,193 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $2,690,276 $77,447,750 $76,704,302 $(820) $280 $3,433,184
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $13,790 $—
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS Research International Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Research International Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Research International Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
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Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
Victoria Higley
Camille Humphries Lee
 
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MFS Research International Portfolio
Board Review of Investment Advisory Agreement
MFS Research International Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 3rd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 2nd quintile for the one-year period and the 3rd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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MFS Research International Portfolio
Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS Research International Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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MFS Research International Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $15,239,000 as capital gain dividends paid during the fiscal year.
Income derived from foreign sources was $9,346,788. The fund intends to pass through foreign tax credits of $867,909 for the fiscal year.
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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
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Table of Contents

Annual Report

December 31, 2020

 

LOGO

 

MFS® Income Portfolio

(formerly MFS® Strategic Income Portfolio)

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

SIS-ANN


Table of Contents

MFS® Income Portfolio

(formerly MFS® Strategic Income Portfolio)

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Management review      4  
Performance summary      6  
Expense table      8  
Portfolio of investments      9  
Statement of assets and liabilities      15  
Statement of operations      16  
Statements of changes in net assets      17  
Financial highlights      18  
Notes to financial statements      20  
Report of independent registered public accounting firm      28  
Trustees and officers      29  
Board review of investment advisory agreement      32  
Proxy voting policies and information      34  
Quarterly portfolio disclosure      34  
Further information      34  
Information about fund contracts and legal claims      34  
Federal tax information      34  
MFS® privacy notice      35  

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

MFS Income Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS Income Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure at value (v)

 

 

LOGO

 

Fixed income sectors (i)  
Investment Grade Corporates     38.8%  
U.S. Treasury Securities     19.9%  
Collateralized Debt Obligations     14.9%  
High Yield Corporates     14.4%  
Commercial Mortgage-Backed Securities     8.3%  
Emerging Markets Bonds     6.3%  
Municipal Bonds     2.8%  
Asset-Backed Securities     2.2%  
Residential Mortgage-Backed Securities     0.6%  
U.S. Government Agencies     0.1%  
Mortgage-Backed Securities     0.1%  
Floating Rate Loans     0.1%  
Composition including fixed income credit quality (a)(i)

 

AAA     6.2%  
AA     4.2%  
A     21.4%  
BBB     34.6%  
BB     10.6%  
B     5.3%  
CCC     2.1%  
C (o)     0.0%  
D (o)     0.0%  
U.S. Government     4.8%  
Federal Agencies     0.2%  
Not Rated     19.1%  
Non-Fixed Income     0.2%  
Cash & Cash Equivalents     6.4%  
Other     (15.1)%  

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

Portfolio facts (i)  
Average Duration (d)     6.1  
Average Effective Maturity (m)     7.3 yrs.  
 

 

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MFS Income Portfolio

 

Portfolio Composition – continued

 

(a)   For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives that have not been rated by any rating agency. Non-Fixed Income includes any equity securities (including convertible bonds and equity derivatives) and/or commodity-linked derivatives. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d)   Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.
(i)   For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m)   In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o)   Less than 0.1%.
(v)   For purposes of this presentation, market value of fixed income and/or equity derivatives, if any, is included in Cash & Cash Equivalents.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

The fund invests a portion of its assets in the MFS High Yield Pooled Portfolio. Percentages reflect exposure to the underlying holdings, including Cash & Cash Equivalents and Other, of the MFS High Yield Pooled Portfolio and not to the exposure from investing directly in the MFS High Yield Pooled Portfolio itself.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS Income Portfolio

 

MANAGEMENT REVIEW

 

Summary of Results

For the twelve months ended December 31, 2020, Initial Class shares of the MFS Income Portfolio (fund) provided a total return of 9.35%, while Service Class shares of the fund provided a total return of 9.11%. These compare with a return of 7.51% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index.

Market Environment

Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest – albeit the deepest and steepest – recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public’s willingness to be inoculated.

Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies – a departure from the usual market-dictated response to risk-off crises.

Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.

In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.

Factors Affecting Performance

Relative to the Bloomberg Barclays U.S. Aggregate Bond Index, the fund’s overweight exposure to both the industrials and financial institutions sectors contributed to performance. The fund’s underweight allocations to the agency fixed rate and treasury sectors further strengthened relative returns, as both sectors lagged the performance of the benchmark over the reporting period. Favorable security selection within “BBB” and “A” rated (r) bonds also benefited relative results.

Conversely, yield curve (y) positioning, particularly the fund’s greater exposure to shifts in the long end (centered around maturities of 10 or more years) of the yield curve, was an area of relative weakness.

Respectfully,

Portfolio Manager(s)

Neeraj Arora, Philipp Burgener, David Cole, Alexander Mackey, Joshua Marston, Robert Persons, and Michael Skatrud

Note to Contract Owners: Effective September 1, 2020, the fund’s name changed to MFS Income Portfolio. Effective June 30, 2021, Robert Persons will no longer be a Portfolio Manager of the fund.

 

(r)

Bonds rated “BBB”, “Baa”, or higher are considered investment grade; bonds rated “BB”, “Ba”, or below are considered non-investment grade. The source for bond quality ratings is Moody’s Investors Service, Standard & Poor’s, and Fitch, Inc. and are applied using the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities that are not rated by any of the rating agencies, the security is considered Not Rated.

 

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

 

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MFS Income Portfolio

 

Management Review – continued

 

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

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MFS Income Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

Growth of a Hypothetical $10,000 Investment

 

LOGO

Total Returns through 12/31/20

Average annual total returns

 

     Share Class    Class Inception Date      1-yr      5-yr      10-yr        
    Initial Class    5/06/98      9.35%      6.58%      5.04%       
    Service Class    8/24/01      9.11%      6.33%      4.78%       
Comparative benchmark(s)                    
     Bloomberg Barclays U.S. Aggregate Bond Index (f)      7.51%      4.44%      3.84%        

 

(f)

Source: FactSet Research Systems Inc.

Benchmark Definition(s)

Bloomberg Barclays U.S. Aggregate Bond Index (a) – a market capitalization-weighted index that measures the performance of the U.S. investment-grade, fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with at least one year to final maturity.

It is not possible to invest directly in an index.

 

(a)

BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom, and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.

Notes to Performance Summary

Performance information prior to December 2, 2019 reflects time periods when the fund had (i) a policy permitting the fund to invest up to 100% of its assets in below investment grade quality debt instruments and (ii) a policy permitting the fund to invest in equity securities as a principal investment strategy. The fund’s investment policies and strategies changed effective December 2, 2019.

Average annual total return represents the average annual change in value for each share class for the periods presented.

 

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Performance Summary – continued

 

Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.

Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the MFS High Yield Pooled Portfolio, an underlying MFS Pooled Portfolio in which the fund invests. MFS Pooled Portfolios are mutual funds advised by MFS that do not pay management fees to MFS but do incur investment and operating costs. If these transactional and indirect costs were included, your costs would have been higher.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.75%        $1,000.00        $1,059.52        $3.88  
  Hypothetical (h)      0.75%        $1,000.00        $1,021.37        $3.81  
Service Class   Actual      1.00%        $1,000.00        $1,057.99        $5.17  
  Hypothetical (h)      1.00%        $1,000.00        $1,020.11        $5.08  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. If these indirect costs were included, your costs would have been higher.

 

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PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
BONDS – 80.3%     
Aerospace – 1.4%

 

 
L3Harris Technologies, Inc.,
4.4%, 6/15/2028
   $ 269,000     $ 324,029  
Raytheon Technologies Corp.,
4.125%, 11/16/2028
     271,000       322,933  
    

 

 

 
     $ 646,962  
    

 

 

 
Asset-Backed & Securitized – 26.1%

 

 
Allegro CLO Ltd., 2014-1RA, “C”, FLR, 3.208% (LIBOR - 3mo. + 3%), 10/21/2028 (n)    $ 250,000     $ 236,933  
Allegro CLO Ltd., 2015-1X, “CR”, FLR, 1.864% (LIBOR - 3mo. + 1.65%), 7/25/2027 (n)      250,000       247,935  
ALM Loan Funding, CLO, 2015-16A, “BR2”, FLR, 2.136% (LIBOR - 3mo. + 1.9%), 7/15/2027 (n)      260,000       258,893  
Arbor Realty Trust, Inc., CLO, 2018-FL1, “A”, FLR, 1.309% (LIBOR - 1mo. + 1.15%), 6/15/2028 (n)      260,000       259,003  
Arbor Realty Trust, Inc., CLO, 2019-FL1, “D”, FLR, 2.658% (LIBOR - 1mo. + 2.5%), 5/15/2037 (n)      244,000       233,058  
Arbor Realty Trust, Inc., CLO, 2020-FL1, “D”, FLR, 2.608% (LIBOR - 1mo. + 2.45%), 2/15/2035 (n)      232,000       224,484  
AREIT CRE Trust, 2019-CRE3, “D”, FLR, 2.803% (LIBOR - 1mo. + 2.65%), 9/14/2036 (n)      271,000       258,584  
Babson CLO Ltd., 2013-IIA, “BR”, FLR, 1.468% (LIBOR - 3mo. + 1.25%), 1/20/2028 (n)      250,000       246,601  
Bancorp Commercial Mortgage Trust, 2018-CRE3, “D”, FLR, 2.859% (LIBOR - 1mo. + 2.7%), 1/15/2033 (n)      248,157       240,414  
Bancorp Commercial Mortgage Trust, 2018-CRE4, “AS”, FLR, 1.258% (LIBOR - 1mo. + 1.1%), 9/15/2035 (n)      250,000       247,249  
Bancorp Commercial Mortgage Trust, 2018-CRE4, “D”, FLR, 2.258% (LIBOR - 1mo. + 2.1%), 9/15/2035 (n)      200,000       194,025  
Bancorp Commercial Mortgage Trust, 2019-CRE5, “D”, FLR, 2.508% (LIBOR - 1mo. + 2.35%), 3/15/2036 (n)      280,000       272,194  
Bancorp Commercial Mortgage Trust, 2019-CRE6, “D”, FLR, 2.458% (LIBOR - 1mo. + 2.54%), 9/15/2036 (n)      265,000       250,477  
Bayview Financial Revolving Mortgage Loan Trust, FLR, 1.746% (LIBOR - 1mo. + 1.6%), 12/28/2040 (n)      99,430       103,377  
BSPRT Ltd., 2019-FL5, “C”, FLR, 2.159% (LIBOR - 1mo. + 2%), 5/15/2029 (n)      245,000       237,953  
Business Jet Securities LLC, 2020-1A, “A”, 2.981%, 11/15/2035 (n)      97,079       98,449  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Asset-Backed & Securitized – continued

 

 
Capital Automotive, 2020-1A, “B1”, REIT, 4.17%, 2/15/2050 (n)    $ 110,227     $ 114,786  
Cent CLO LP, 2015-24A, “A2R”, FLR, 1.886% (LIBOR - 3mo. + 1.65%), 10/15/2026 (n)      305,000       303,742  
Chesapeake Funding II LLC, 2017-2A, “C”, 3.01%, 5/15/2029 (n)      215,000       216,034  
CLNC Ltd., 2019-FL1, “C”, FLR, 2.551% (LIBOR - 1mo. + 2.4%), 8/20/2035 (n)      265,000       255,109  
Commercial Mortgage Pass-Through Certificates, 2019-BN24, “A3”, 2.96%, 11/15/2062      134,719       150,285  
Commercial Mortgage Pass-Through Certificates, 2020-BN28, “A4”, 1.844%, 3/15/2063      61,262       62,651  
Commercial Mortgage Trust, 2015-PC1, “A5”, 3.902%, 7/10/2050      346,107       387,112  
Crest Ltd., CDO, 7%, (0.001% cash or 7% PIK) 1/28/2040 (a)(p)      674,459       7  
Cutwater Ltd., 2015-1A, “BR”, FLR, 2.036% (LIBOR - 3mo. + 1.8%), 1/15/2029 (n)      250,000       244,505  
DT Auto Owner Trust, 2018-2A, “C”, 3.67%, 3/15/2024 (n)      19,701       19,772  
DT Auto Owner Trust, 2020-1A, “C”, 2.29%, 11/17/2025 (n)      123,000       125,756  
Exeter Automobile Receivables Trust, 2020-1A, 2.49%, 1/15/2025 (n)      40,000       40,882  
Falcon Franchise Loan LLC, 27.086%, 1/05/2023 (n)      303       0  
Figueroa CLO Ltd., 2014-1A, “DR”, FLR, 3.486% (LIBOR - 3mo. + 3.25%), 1/15/2027 (n)      250,000       248,671  
Flagship CLO, 2014-8A, “BRR”, FLR, 1.63% (LIBOR - 3mo. + 1.4%), 1/16/2026 (n)      259,587       260,221  
Flatiron CLO Ltd., 2015-1A, “CR”, FLR, 2.136% (LIBOR - 3mo. + 1.9%), 4/15/2027 (n)      260,000       257,108  
Galaxy CLO Ltd., 2018-29A, “C”, FLR, 1.901% (LIBOR - 3mo. + 1.68%), 11/15/2026 (n)      250,000       246,361  
GS Mortgage Securities Trust, 2019-GSA1, “A4”, 3.047%, 11/10/2052      261,722       292,821  
Hunt CRE Ltd., 2018-FL2, “D”, FLR, 2.908% (LIBOR - 1mo. + 2.75%), 8/15/2028 (n)      200,000       194,080  
Invitation Homes Trust, 2018-SFR1, “C”, FLR, 1.403% (LIBOR - 1mo. + 1.25%), 3/17/2037 (n)      130,000       129,893  
Invitation Homes Trust, 2018-SFR2, “A”, FLR, 1.003% (LIBOR - 1mo. + 0.85%), 12/17/2036 (n)      179,912       179,473  
 

 

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MFS Income Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Asset-Backed & Securitized – continued

 

 
KKR Real Estate Financial Trust, Inc., 2018-FL1, “D”, FLR, 2.702% (LIBOR - 1mo. + 2.55%), 6/15/2036 (n)    $ 205,000     $ 202,605  
Lehman Brothers Commercial Conduit Mortgage Trust, 0.934%, 2/18/2030 (i)      3,536       0  
LoanCore Ltd., 2018-CRE1, “C”, FLR, 2.709% (LIBOR - 1mo. + 2.55%), 5/15/2028 (n)      260,000       252,267  
LoanCore Ltd., 2018-CRE1, “C”, FLR, 2.109% (LIBOR - 1mo. + 1.95%), 4/15/2034 (n)      228,965       216,428  
LoanCore Ltd., 2019-CRE2, “D”, FLR, 2.609% (LIBOR - 1mo. + 2.45%), 5/15/2036 (n)      209,000       186,359  
Man GLG U.S. CLO Ltd., 2018-2A, “BR”, FLR, 2.686% (LIBOR - 3mo. + 2.45%), 10/15/2028      250,000       246,192  
MF1 CLO Ltd., 2019-FL2, “A”, FLR, 2.498% (LIBOR - 1mo. + 2.35%), 12/25/2034 (n)      259,000       248,028  
MF1 Multi-Family Housing Mortgage Loan Trust, 2020-FL4, “B”, 2.908% (LIBOR - 1mo. + 2.75%), 11/15/2035 (n)      250,000       250,373  
Morgan Stanley Capital I Trust, 2017-H1, “A5”, 3.53%, 6/15/2050      187,518       212,661  
Neuberger Berman CLO Ltd., 2015-19A, “A1R2”, FLR, 1.036% (LIBOR - 3mo. + 0.8%), 7/15/2027 (n)      224,010       222,513  
Neuberger Berman CLO Ltd., 2016-21A, “CR”, FLR, 1.818% (LIBOR - 3mo. + 1.6%), 4/20/2027 (n)      250,000       246,547  
NextGear Floorplan Master Owner Trust, 2018-1A, “B”, 3.57%, 2/15/2023 (n)      200,000       200,682  
Palmer Square Loan Funding Ltd., 2020-1A, “B”, FLR, 2.123% (LIBOR - 3mo. + 1.9%), 2/20/2028 (n)      250,000       240,878  
Parallel Ltd., 2015-1A, “DR”, FLR, 2.768% (LIBOR - 3mo. + 2.55%), 7/20/2027 (n)      250,000       240,316  
Race Point CLO Ltd., 2013-8A, “CR2”, FLR, 2.273% (LIBOR - 3mo. + 2.05%), 2/20/2030 (n)      250,000       245,903  
Securitized Term Auto Receivable Trust, 2019-CRTA, “C”, 2.849%, 3/25/2026 (n)      79,839       81,637  
UBS Commercial Mortgage Trust, 2017-C1, “A4”, 3.544%, 11/15/2050      251,247       287,385  
UBS Commercial Mortgage Trust, 2017-C7, “A4”, 3.679%, 12/15/2050      155,000       178,058  
UBS Commercial Mortgage Trust, 2019-C17, “A4”, 2.921%, 10/15/2052      197,844       216,668  
Veros Auto Receivables Trust, 2020-1, “A”, 1.67%, 9/15/2023 (n)      59,256       59,436  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Asset-Backed & Securitized – continued

 

 
Wells Fargo Commercial Mortgage Trust, 2019-C54, “A4”, 3.146%, 12/15/2052    $ 167,746     $ 188,890  
West CLO Ltd., 2014-1A, “CR”, FLR, 3.217% (LIBOR - 3mo. + 3%), 7/18/2026 (n)      260,000       257,096  
Wind River CLO Ltd., 2012-1A, “CR2”, FLR, 2.287% (LIBOR - 3mo. + 2.05%), 1/15/2026 (n)      250,000       250,030  
Wind River CLO Ltd., 2015-2A, “CR”, FLR, 1.936% (LIBOR - 3mo. + 1.7%), 10/15/2027 (n)      250,000       244,911  
    

 

 

 
     $ 12,314,761  
    

 

 

 
Automotive – 1.4%

 

 
Hyundai Capital America, 6.375%, 4/08/2030 (n)    $ 250,000     $ 328,751  
Lear Corp., 3.5%, 5/30/2030      300,000       328,056  
    

 

 

 
     $ 656,807  
    

 

 

 
Broadcasting – 1.1%

 

 
Discovery, Inc., 4.65%, 5/15/2050    $ 95,000     $ 118,621  
RELX Capital, Inc., 3%, 5/22/2030      76,000       84,347  
Walt Disney Co., 2.65%, 1/13/2031      290,000       317,743  
    

 

 

 
     $ 520,711  
    

 

 

 
Brokerage & Asset Managers – 2.1%

 

 
E*TRADE Financial Corp., 4.5%, 6/20/2028    $ 217,000     $ 260,773  
Intercontinental Exchange, Inc., 2.1%, 6/15/2030      101,000       105,656  
Intercontinental Exchange, Inc., 3%, 9/15/2060      108,000       112,748  
Raymond James Financial, 4.65%, 4/01/2030      134,000       164,288  
TD Ameritrade Holding Corp., 3.3%, 4/01/2027      304,000       340,506  
    

 

 

 
     $ 983,971  
    

 

 

 
Building – 0.3%

 

 
Martin Marietta Materials, Inc., 3.5%, 12/15/2027    $ 115,000     $ 130,260  
    

 

 

 
Business Services – 1.3%

 

 
Equinix, Inc., 2.9%, 11/18/2026    $ 209,000     $ 228,518  
Global Payments, Inc., 2.9%, 5/15/2030      120,000       130,478  
NXP Semiconductors N.V., 3.4%, 5/01/2030 (n)      35,000       39,670  
Tencent Holdings Ltd.,
3.24%, 6/03/2050 (n)
     200,000       207,085  
    

 

 

 
     $ 605,751  
    

 

 

 
Cable TV – 0.4%

 

 
Time Warner Cable, Inc., 4.5%, 9/15/2042    $ 183,000     $ 214,141  
    

 

 

 
 

 

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MFS Income Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Computer Software – 0.4%

 

 
Dell Investments LLC/EMC Corp., 5.3%, 10/01/2029 (n)    $ 149,000     $ 182,476  
    

 

 

 
Computer Software – Systems – 0.3%

 

 
Apple, Inc., 2.55%, 8/20/2060    $ 121,000     $ 124,145  
    

 

 

 
Conglomerates – 0.8%

 

 
Westinghouse Air Brake Technologies Corp., 4.95%, 9/15/2028    $ 304,000     $ 360,520  
    

 

 

 
Consumer Services – 2.2%

 

 
Booking Holdings, Inc., 3.55%, 3/15/2028    $ 270,000     $ 310,852  
Expedia Group, Inc., 3.25%, 2/15/2030      300,000       312,063  
Experian Finance PLC, 2.75%, 3/08/2030 (n)      245,000       265,870  
Toll Road Investors Partnership II LP, Capital Appreciation, NATL, 0%, 2/15/2026 (n)      46,000       38,180  
Toll Road Investors Partnership II LP, Capital Appreciation, NATL, 0%, 2/15/2029 (n)      132,000       85,509  
Toll Road Investors Partnership II LP, Capital Appreciation, NATL, 0%, 2/15/2031 (n)      46,000       27,014  
    

 

 

 
     $ 1,039,488  
    

 

 

 
Electrical Equipment – 0.7%

 

 
Arrow Electronics, Inc., 3.875%, 1/12/2028    $ 277,000     $ 312,231  
    

 

 

 
Electronics – 0.8%

 

 
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.5%, 1/15/2028    $ 245,000     $ 269,932  
Broadcom, Inc., 4.3%, 11/15/2032      96,000       113,736  
    

 

 

 
     $ 383,668  
    

 

 

 
Emerging Market Sovereign – 3.1%

 

 
Dominican Republic, 4.875%, 9/23/2032 (n)    $ 150,000     $ 165,937  
Government of Ukraine, GDP Linked Bond, 0%, 5/31/2040      138,000       141,968  
Kingdom of Morocco, 3%, 12/15/2032 (n)      200,000       203,254  
Oriental Republic of Uruguay, 8.5%, 3/15/2028    UYU 4,753,000       117,500  
Republic of Cote d’Ivoire, 4.875%, 1/30/2032 (n)    EUR 100,000       125,327  
Republic of Indonesia, 6.5%, 2/15/2031    IDR 1,663,000,000       123,673  
Republic of Kenya, 8%, 5/22/2032    $ 200,000       232,986  
Republic of Panama, 3.75%, 4/17/2026      199,000       217,587  
Republic of South Africa, 8%, 1/31/2030    ZAR 2,123,000       137,777  
    

 

 

 
     $ 1,466,009  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Energy – Independent – 0.7%

 

 
Canadian Oil Sands Co., 4.5%, 4/01/2022 (n)    $ 118,000     $ 122,175  
Leviathan Bond Ltd., 6.75%, 6/30/2030 (n)      175,000       198,625  
    

 

 

 
     $ 320,800  
    

 

 

 
Energy - Integrated – 1.0%

 

 
Eni S.p.A., 4%, 9/12/2023 (n)    $ 200,000     $ 217,654  
Eni S.p.A., 4.25%, 5/09/2029 (n)      200,000       236,813  
    

 

 

 
     $ 454,467  
    

 

 

 
Financial Institutions – 1.2%

 

 
AerCap Ireland Capital DAC, 6.5%, 7/15/2025    $ 150,000     $ 179,283  
AerCap Ireland Capital DAC, 3.65%, 7/21/2027      195,000       212,432  
Avolon Holdings Funding Ltd., 3.25%, 2/15/2027 (n)      195,000       198,888  
    

 

 

 
     $ 590,603  
    

 

 

 
Food & Beverages – 0.8%

 

 
Anheuser-Busch InBev Worldwide, Inc., 4.439%, 10/06/2048    $ 125,491     $ 155,942  
Bacardi Ltd., 5.15%, 5/15/2038 (n)      115,000       146,943  
Central American Bottling Corp., 5.75%, 1/31/2027 (n)      80,000       84,900  
    

 

 

 
     $ 387,785  
    

 

 

 
Gaming & Lodging – 0.9%

 

 
GLP Capital LP/GLP Financing II, Inc., 4%, 1/15/2030    $ 268,000     $ 291,118  
GLP Capital LP/GLP Financing II, Inc., 4%, 1/15/2031      45,000       49,105  
Marriott International, Inc., 4.625%, 6/15/2030      63,000       73,891  
    

 

 

 
     $ 414,114  
    

 

 

 
Insurance – Property & Casualty – 2.1%

 

 
Allied World Assurance Co. Holdings Ltd., 4.35%, 10/29/2025    $ 310,000     $ 336,657  
Aon Corp., 4.5%, 12/15/2028      276,000       333,005  
Fairfax Financial Holdings Ltd., 4.85%, 4/17/2028      283,000       316,612  
    

 

 

 
     $ 986,274  
    

 

 

 
Machinery & Tools – 0.7%

 

 
CNH Industrial Capital LLC, 4.2%, 1/15/2024    $ 174,000     $ 190,839  
CNH Industrial Capital LLC, 3.85%, 11/15/2027      145,000       163,291  
    

 

 

 
     $ 354,130  
    

 

 

 
Major Banks – 6.0%

 

 
Bank of America Corp., 3.248%, 10/21/2027    $ 531,000     $ 594,085  
Bank of America Corp., 4.271% to 7/23/2028, FLR (LIBOR - 3mo. + 1.31%) to 7/23/2029      61,000       72,604  
 

 

11


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MFS Income Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Major Banks – continued

 

 
Bank of America Corp., 2.676% to 6/19/2040, FLR (SOFR + 1.93%) to 6/19/2041    $ 245,000     $ 254,875  
Bank of New York Mellon Corp., 4.7% to 9/20/2025, FLR (CMT - 5yr. + 4.358%) to 12/31/2099      200,000       220,560  
Barclays PLC, 4.375%, 1/12/2026      200,000       230,468  
JPMorgan Chase & Co., 2.956% to 5/13/2030, FLR (SOFR + 2.515%) to 5/13/2031      81,000       88,795  
JPMorgan Chase & Co., 3.882% to 7/24/2037, FLR (LIBOR - 3mo. + 1.36%) to 7/24/2038      330,000       401,383  
PNC Financial Services Group, Inc., 2.55%, 1/22/2030      216,000       236,517  
UBS Group Funding (Switzerland)     
AG, 4.253%, 3/23/2028 (n)      215,000       251,622  
Wells Fargo & Co., 3.196% to 6/17/2026, FLR (LIBOR - 3mo. + 1.17%) to 6/17/2027      238,000       263,868  
Wells Fargo & Co., 2.572% to 2/11/2030, FLR (LIBOR - 3mo. + 1%) to 2/11/2031      221,000       233,763  
    

 

 

 
     $ 2,848,540  
    

 

 

 
Medical & Health Technology & Services – 2.8%

 

 
Alcon, Inc., 2.6%, 5/27/2030 (n)    $ 200,000     $ 213,006  
BayCare Health System, Inc., 3.831%, 11/15/2050      59,000       73,635  
Berks County, PA, Industrial Development Authority (Tower Health Project), 4.451%, 2/01/2050      270,000       225,199  
Cigna Corp., 3.2%, 3/15/2040      179,000       196,017  
New York Society for the Relief of the Ruptured & Crippled, 2.667%, 10/01/2050      232,000       223,762  
ProMedica Toledo Hospital, “B”, 5.325%, 11/15/2028      239,000       281,649  
ProMedica Toledo Hospital, “B”,     
AGM, 5.75%, 11/15/2038      89,000       106,648  
    

 

 

 
     $ 1,319,916  
    

 

 

 
Medical Equipment – 0.6%

 

 
Abbott Laboratories, 4.75%, 11/30/2036    $ 205,000     $ 282,184  
    

 

 

 
Metals & Mining – 0.6%

 

 
Newmont Corp., 2.25%, 10/01/2030    $ 281,000     $ 295,564  
    

 

 

 
Midstream – 2.6%

 

 
Cheniere Corpus Christi Holdings LLC,
3.7%, 11/15/2029
   $ 263,000     $ 292,647  
Enbridge, Inc., 3.125%, 11/15/2029      150,000       164,847  
Galaxy Pipeline Assets Bidco Ltd.,
2.625%, 3/31/2036 (n)
     200,000       207,466  
MPLX LP, 4.5%, 4/15/2038      309,000       353,022  

Plains All American Pipeline LP,

3.8%, 9/15/2030

     135,000       145,055  
Issuer    Shares/Par     Value ($)  
BONDS – continued     
Midstream – continued

 

 
Sabine Pass Liquefaction LLC,
4.5%, 5/15/2030 (n)
   $ 53,000     $ 62,789  
    

 

 

 
     $ 1,225,826  
    

 

 

 
Mortgage-Backed – 0.1%

 

 
Fannie Mae, 6.5%, 4/01/2032    $ 13,336     $ 15,098  
Fannie Mae, 3%, 2/25/2033 (i)      51,087       5,599  
Fannie Mae, 5.5%, 9/01/2034      8,686       10,163  
    

 

 

 
     $ 30,860  
    

 

 

 
Municipals – 2.7%

 

 
Bridgeview, IL, Stadium and Redevelopment Projects, AAC, 5.14%, 12/01/2036    $ 195,000     $ 190,390  
Escambia County, FL, Health Facilities Authority Rev. (Baptist Health Care Corp.), “B”, AGM, 3.607%, 8/15/2040      270,000       283,392  
New Jersey Economic Development Authority State Pension Funding Rev., “A”, NATL, 7.425%, 2/15/2029      177,000       228,137  
New Jersey Economic Development Authority State Pension Funding Rev., Capital Appreciation, “B”, AGM, 0%, 2/15/2023      350,000       344,718  
Puerto Rico Electric Power Authority Rev., “A”, 5%, 7/01/2042 (a)(d)      5,000       4,038  
Puerto Rico Electric Power Authority Rev., “ZZ”, 5%, 7/01/2018 (a)(d)      75,000       59,625  
Puerto Rico Sales Tax Financing Corp., Restructured Sales Tax Rev., Capital Appreciation, “2019A-1”, 4.55%, 7/01/2040      174,000       172,704  
    

 

 

 
     $ 1,283,004  
    

 

 

 
Network & Telecom – 0.7%

 

 
Verizon Communications, Inc., 4.5%, 8/10/2033    $ 275,000     $ 346,466  
    

 

 

 
Other Banks & Diversified Financials – 0.1%

 

 
JSC Kazkommertsbank, 5.5%, 12/21/2022    $ 72,530     $ 72,554  
    

 

 

 
Real Estate – Apartment – 0.6%

 

 
Mid-America Apartments LP, 2.75%, 3/15/2030    $ 259,000     $ 281,219  
    

 

 

 
Real Estate – Office – 0.2%

 

 
Alexandria Real Estate Equities, Inc., REIT, 1.875%, 2/01/2033    $ 117,000     $ 116,729  
    

 

 

 
Real Estate – Retail – 0.6%

 

 
VEREIT Operating Partnership LP, REIT, 3.1%, 12/15/2029    $ 259,000     $ 279,292  
    

 

 

 
Retailers – 0.7%

 

 
Alimentation Couche-Tard, Inc.,
2.95%, 1/25/2030 (n)
   $ 65,000     $ 70,996  
Home Depot, Inc., 2.5%, 4/15/2027      250,000       274,237  
    

 

 

 
     $ 345,233  
    

 

 

 
 

 

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MFS Income Portfolio

 

Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
BONDS – continued     
Supranational – 0.8%

 

 
Corporacion Andina de Fomento,
4.375%, 6/15/2022
   $ 340,000     $ 357,683  
    

 

 

 
Telecommunications – Wireless – 2.4%

 

 
American Tower Corp., REIT, 3.55%, 7/15/2027    $ 248,000     $ 280,409  
American Tower Corp., REIT, 3.6%, 1/15/2028      125,000       141,953  
American Tower Corp., REIT, 3.1%, 6/15/2050      103,000       105,895  
Crown Castle International Corp.,
4.15%, 7/01/2050
     200,000       242,672  
Crown Castle International Corp., 3.25%, 1/15/2051      80,000       84,250  
T-Mobile USA, Inc., 4.375%, 4/15/2040 (n)      232,000       283,126  
    

 

 

 
     $ 1,138,305  
    

 

 

 
Tobacco – 0.5%     
B.A.T. Capital Corp., 3.215%, 9/06/2026    $ 231,000     $ 254,355  
    

 

 

 
Transportation – Services – 0.9%

 

 
Adani Ports & Special Economic     
Zone Ltd., 4.375%, 7/03/2029 (n)    $ 200,000     $ 216,828  
Delhi International Airport, 6.125%, 10/31/2026      200,000       204,604  
    

 

 

 
     $ 421,432  
    

 

 

 
U.S. Government Agencies and Equivalents – 0.1%

 

Small Business Administration,
6.35%, 4/01/2021
   $ 271     $ 273  
Small Business Administration,
4.77%, 4/01/2024
     9,311       9,721  
Small Business Administration,
4.99%, 9/01/2024
     7,948       8,324  
Small Business Administration,
4.86%, 1/01/2025
     10,620       11,150  
Small Business Administration,
4.625%, 2/01/2025
     14,383       15,095  
Small Business Administration,
5.11%, 8/01/2025
     11,666       12,376  
    

 

 

 
     $ 56,939  
    

 

 

 
Issuer    Shares/Par     Value ($)  
BONDS – continued     
U.S. Treasury Obligations – 4.8%

 

U.S. Treasury Notes, 1.375%, 1/31/2022    $ 1,800,000     $ 1,824,188  
U.S. Treasury Notes, 0.25%, 9/30/2025      450,000       448,207  
    

 

 

 
     $ 2,272,395  
    

 

 

 
Utilities – Electric Power – 2.7%

 

 
AEP Transmission Co. LLC,
3.65%, 4/01/2050
   $ 46,000     $ 55,668  
Berkshire Hathaway Energy Co.,
1.65%, 5/15/2031 (n)
     208,000       207,839  
Enel Finance International N.V.,
3.625%, 5/25/2027 (n)
     280,000       317,599  
FirstEnergy Corp., 4.85%, 7/15/2047      270,000       335,492  
Pacific Gas & Electric Co., 3.5%, 8/01/2050      250,000       248,121  
Xcel Energy, Inc., 3.4%, 6/01/2030      84,000       96,387  
    

 

 

 
     $ 1,261,106  
    

 

 

 
Total Bonds
(Identified Cost, $36,267,911)
     $ 37,939,676  
    

 

 

 
COMMON STOCKS – 0.0%

 

 
Energy – Independent – 0.0%

 

 
Frontera Energy Corp.
(Identified Cost, $106,984)
     1,188     $ 3,065  
    

 

 

 
INVESTMENT COMPANIES (h) – 14.2%

 

 
Bond Funds – 13.1%

 

 
MFS High Yield Pooled Portfolio (v)      664,977     $ 6,184,285  
    

 

 

 
Money Market Funds – 1.1%     
MFS Institutional Money Market Portfolio, 0.1% (v)      517,217     $ 517,217  
    

 

 

 
Total Investment Companies
(Identified Cost, $7,177,913)

 

  $ 6,701,502  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – 5.5%
       2,619,177  
    

 

 

 
NET ASSETS – 100.0%      $ 47,263,420  
    

 

 

 
 

 

(a)   Non-income producing security.

 

(d)   In default.

 

(h)   An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $6,701,502 and $37,942,741, respectively.

 

(i)   Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

 

(n)   Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $14,798,373, representing 31.3% of net assets.

 

(p)   Payment-in-kind (PIK) security for which interest income may be received in additional securities and/or cash.

 

(v)   Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

 

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MFS Income Portfolio

 

Portfolio of Investments – continued

 

The following abbreviations are used in this report and are defined:

 

AAC   Ambac Assurance Corp.

 

AGM   Assured Guaranty Municipal

 

CDO   Collateralized Debt Obligation

 

CLO   Collateralized Loan Obligation

 

CMT   Constant Maturity Treasury

 

FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.

 

LIBOR   London Interbank Offered Rate

 

NATL   National Public Finance Guarantee Corp.

 

REIT   Real Estate Investment Trust

 

SOFR   Secured Overnight Financing Rate

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

EUR   Euro

 

IDR   Indonesian Rupiah

 

JPY   Japanese Yen

 

TRY   Turkish Lira

 

UYU   Uruguayan Peso

 

ZAR   South African Rand

Derivative Contracts at 12/31/20

Forward Foreign Currency Exchange Contracts

 

Currency Purchased

 

Currency Sold

   Counterparty    Settlement Date      Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives           
EUR     100,642       USD   121,975    Citibank N.A.      1/15/2021        $1,009  
TRY     895,000       USD   115,648    HSBC Bank      1/15/2021        4,355  
                

 

 

 
                   $5,364  
                

 

 

 
Liability Derivatives           
USD     116,764       EUR   99,169    Citibank N.A.      1/15/2021        $(4,419
USD     117,868       EUR   99,002    Goldman Sachs International      1/15/2021        (3,111
USD     115,901       IDR   1,649,155,833    JPMorgan Chase Bank N.A.      1/27/2021        (1,237
USD     2,318,913       JPY   241,000,000    Goldman Sachs International      1/07/2021        (15,179
USD     120,919       ZAR   2,017,486    Morgan Stanley Capital Services, Inc.      1/15/2021        (16,146
                

 

 

 
                   $(40,092
                

 

 

 

Futures Contracts

 

Description    Long/
Short
     Currency      Contracts    Notional
Amount
     Expiration
Date
     Value/Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives                  
Interest Rate Futures                  
U.S. Treasury Note 2 yr      Long        USD      32      $7,071,250        March - 2021        $5,605  
U.S. Treasury Ultra Note 10 yr      Short        USD      23      3,596,266        March - 2021        2,791  
                 

 

 

 
                    $8,396  
                 

 

 

 
Liability Derivatives                  
Interest Rate Futures                  
U.S. Treasury Ultra Bond      Long        USD      17      $3,630,563        March - 2021        $(4,433
                 

 

 

 

At December 31, 2020, the fund had cash collateral of $123,288 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.

See Notes to Financial Statements

 

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MFS Income Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at value (identified cost, $36,374,895)

     $37,942,741  

Investments in affiliated issuers, at value (identified cost, $7,177,913)

     6,701,502  

Cash

     1,995  

Foreign currency, at value (identified cost, $2,325,353)

     2,333,981  

Deposits with brokers for

  

Futures contracts

     123,288  

Receivables for

  

Forward foreign currency exchange contracts

     5,364  

Net daily variation margin on open futures contracts

     8,508  

Investments sold

     4,881  

Fund shares sold

     27,730  

Interest

     250,852  

Receivable from investment adviser

     5,793  

Other assets

     526  

Total assets

     $47,407,161  

Liabilities

        

Payables for

  

Forward foreign currency exchange contracts

     $40,092  

Investments purchased

     3,502  

Fund shares reacquired

     34,988  

Payable to affiliates

  

Administrative services fee

     96  

Shareholder servicing costs

     50  

Distribution and/or service fees

     79  

Payable for independent Trustees’ compensation

     23  

Accrued expenses and other liabilities

     64,911  

Total liabilities

     $143,741  

Net assets

     $47,263,420  

Net assets consist of

        

Paid-in capital

     $43,629,666  

Total distributable earnings (loss)

     3,633,754  

Net assets

     $47,263,420  

Shares of beneficial interest outstanding

     4,499,775  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $41,438,219        3,941,219        $10.51  

Service Class

     5,825,201        558,556        10.43  

See Notes to Financial Statements

 

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MFS Income Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Interest

     $1,210,940  

Dividends from affiliated issuers

     385,153  

Other

     376  

Dividends

     359  

Foreign taxes withheld

     (342

Total investment income

     $1,596,486  

Expenses

  

Management fee

     $222,793  

Distribution and/or service fees

     14,965  

Shareholder servicing costs

     10,021  

Administrative services fee

     17,500  

Independent Trustees’ compensation

     1,132  

Custodian fee

     10,740  

Shareholder communications

     15,274  

Audit and tax fees

     81,420  

Legal fees

     509  

Miscellaneous

     38,116  

Total expenses

     $412,470  

Reduction of expenses by investment adviser

     (62,092

Net expenses

     $350,378  

Net investment income (loss)

     $1,246,108  

Realized and unrealized gain (loss)

        

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $1,618,065  

Affiliated issuers

     (2,515

Futures contracts

     203,747  

Forward foreign currency exchange contracts

     32,241  

Foreign currency

     (7,014

Net realized gain (loss)

     $1,844,524  

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $695,487  

Affiliated issuers

     114,411  

Futures contracts

     51,163  

Forward foreign currency exchange contracts

     (37,960

Translation of assets and liabilities in foreign currencies

     9,684  

Net unrealized gain (loss)

     $832,785  

Net realized and unrealized gain (loss)

     $2,677,309  

Change in net assets from operations

     $3,923,417  

See Notes to Financial Statements

 

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MFS Income Portfolio

 

FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $1,246,108        $1,481,163  

Net realized gain (loss)

     1,844,524        899,406  

Net unrealized gain (loss)

     832,785        2,547,736  

Change in net assets from operations

     $3,923,417        $4,928,305  

Total distributions to shareholders

     $(1,603,085      $(1,558,012

Change in net assets from fund share transactions

     $(97,382      $(3,054,588

Total change in net assets

     $2,222,950        $315,705  

Net assets

                 

At beginning of period

     45,040,470        44,724,765  

At end of period

     $47,263,420        $45,040,470  

See Notes to Financial Statements

 

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MFS Income Portfolio

 

FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $9.98          $9.26          $9.84          $9.71          $9.25  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.29          $0.33          $0.33          $0.34          $0.40 (c) 

Net realized and unrealized gain (loss)

       0.63          0.74          (0.52        0.26          0.37  

Total from investment operations

       $0.92          $1.07          $(0.19        $0.60          $0.77  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.39        $(0.35        $(0.39        $(0.47        $(0.31

Net asset value, end of period (x)

       $10.51          $9.98          $9.26          $9.84          $9.71  

Total return (%) (k)(r)(s)(x)

       9.35          11.60          (1.99        6.24          8.24 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)(h)

       0.89          1.01          1.03          1.02          0.89 (c) 

Expenses after expense reductions (f)(h)

       0.75          0.78          0.80          0.80          0.71 (c) 

Net investment income (loss)

       2.83          3.32          3.42          3.39          4.09 (c) 

Portfolio turnover

       112          104          59          72          21  

Net assets at end of period (000 omitted)

       $41,438          $38,670          $38,111          $42,409          $44,191  
Service Class      Year ended  
       12/31/20        12/31/19        12/31/18        12/31/17        12/31/16  

Net asset value, beginning of period

       $9.90          $9.19          $9.75          $9.63          $9.17  
Income (loss) from investment operations                                                       

Net investment income (loss) (d)

       $0.26          $0.30          $0.30          $0.31          $0.37 (c) 

Net realized and unrealized gain (loss)

       0.63          0.74          (0.50        0.25          0.37  

Total from investment operations

       $0.89          $1.04          $(0.20        $0.56          $0.74  
Less distributions declared to shareholders                                                       

From net investment income

       $(0.36        $(0.33        $(0.36        $(0.44        $(0.28

Net asset value, end of period (x)

       $10.43          $9.90          $9.19          $9.75          $9.63  

Total return (%) (k)(r)(s)(x)

       9.11          11.29          (2.11        5.88          8.00 (c) 
Ratios (%) (to average net assets)
and Supplemental data:
                                                      

Expenses before expense reductions (f)(h)

       1.14          1.26          1.28          1.27          1.14 (c) 

Expenses after expense reductions (f)(h)

       1.00          1.03          1.05          1.05          0.97 (c) 

Net investment income (loss)

       2.59          3.07          3.17          3.16          3.83 (c) 

Portfolio turnover

       112          104          59          72          21  

Net assets at end of period (000 omitted)

       $5,825          $6,371          $6,614          $7,287          $8,776  

See Notes to Financial Statements

 

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Table of Contents

MFS Income Portfolio

 

Financial Highlights – continued

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)

Per share data is based on average shares outstanding.

 

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(h)

In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary.

 

(k)

The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)

Certain expenses have been reduced without which performance would have been lower.

 

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

(x)

The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

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MFS Income Portfolio

 

NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS Income Portfolio (formerly MFS Strategic Income Portfolio) (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in the MFS High Yield Pooled Portfolio (“High Yield Pooled Portfolio”). MFS does not receive a management fee from the High Yield Pooled Portfolio. The High Yield Pooled Portfolio’s investment objective is to seek total return with an emphasis on high current income, but also considering capital appreciation. The accounting policies of the High Yield Pooled Portfolio are outlined in its shareholder report, which is available without charge by calling 1-800-225-2606 and on the Securities and Exchange Commission (SEC) web site at http://www.sec.gov. The accounting policies detailed in the Significant Accounting Policies note cover both the fund and the High Yield Pooled Portfolio. For purposes of this policy disclosure, “fund” refers to both the fund and the High Yield Pooled Portfolio in which the fund invests. The High Yield Pooled Portfolio’s shareholder report is not covered by this report. The fund and the High Yield Pooled Portfolio invest in high-yield securities rated below investment grade. Investments in below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund and the High Yield Pooled Portfolio invest in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – The investments of the fund and the High Yield Pooled Portfolio are valued as described below.

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. For put options, the position may be valued at the last daily ask quotation if there are no trades reported

 

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during the day. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1     Level 2     Level 3      Total  
Equity Securities      $3,065       $—       $—        $3,065  
U.S. Treasury Bonds & U.S. Government Agencies & Equivalents            2,329,334              2,329,334  
Non-U.S. Sovereign Debt            1,823,692              1,823,692  
Municipal Bonds            1,283,004              1,283,004  
U.S. Corporate Bonds            15,123,150              15,123,150  
Residential Mortgage-Backed Securities            340,226              340,226  
Commercial Mortgage-Backed Securities            3,903,930              3,903,930  
Asset-Backed Securities (including CDOs)            8,101,465              8,101,465  
Foreign Bonds            5,034,875              5,034,875  
Mutual Funds      6,701,502                    6,701,502  
Total      $6,704,567       $37,939,676       $—        $44,644,243  
Other Financial Instruments                          
Futures Contracts – Assets      $8,396       $—       $—        $8,396  
Futures Contracts – Liabilities      (4,433                  (4,433
Forward Foreign Currency Exchange Contracts – Assets            5,364              5,364  
Forward Foreign Currency Exchange Contracts – Liabilities            (40,092            (40,092

 

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For further information regarding security characteristics, see the Portfolio of Investments. Please refer to the High Yield Pooled Portfolio’s shareholder report for further information regarding the levels used in valuing its assets or liabilities.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund during the period were purchased options, futures contracts, and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2020 as reported in the Statement of Assets and Liabilities:

 

          Fair Value (a)  
Risk    Derivative Contracts    Asset Derivatives      Liability Derivatives  
Interest Rate    Interest Rate Futures      $8,396        $(4,433
Foreign Exchange    Forward Foreign Currency Exchange Contracts      5,364        (40,092
Total         $13,760        $(44,525

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward Foreign
Currency
Exchange
Contracts
     Unaffiliated Issuers
(Purchased
Options)
 
Interest Rate      $203,747        $—        $—  
Foreign Exchange             32,241         
Credit                    64,913  
Total      $203,747        $32,241        $64,913  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward Foreign
Currency
Exchange
Contracts
     Unaffiliated Issuers
(Purchased
Options)
 
Interest Rate      $51,163        $—        $  
Foreign Exchange             (37,960       
Credit                    17,030  
Total      $51,163        $(37,960      $17,030  

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by

 

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entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Purchased Options – The fund purchased put options for a premium. Purchased put options entitle the holder to sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.

The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.

Whether or not the option is exercised, the fund’s maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging

 

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purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments received in additional securities are recorded on the ex-dividend or ex-interest date in an amount equal to the value of the security on such date. Debt obligations may be placed on non-accrual status or set to accrue at a rate of interest less than the contractual coupon when the collection of all or a portion of interest has become doubtful. Interest income for those debt obligations may be further reduced by the write-off of the related interest receivables when deemed uncollectible.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to defaulted bonds, amortization and accretion of debt securities, wash sale loss deferrals, and derivative transactions.

 

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The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $1,603,085        $1,558,012  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $44,056,526  
Gross appreciation      2,054,890  
Gross depreciation      (1,497,938
Net unrealized appreciation (depreciation)      $556,952  
Undistributed ordinary income      2,281,906  
Undistributed long-term capital gain      785,796  
Other temporary differences      9,100  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $1,407,184        $1,348,342  
Service Class      195,901        209,670  
Total      $1,603,085        $1,558,012  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.50%  
In excess of $1 billion      0.45%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $4,897, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.49% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as fees and expenses associated with investments in investment companies and other similar investment vehicles), such that total annual operating expenses do not exceed 0.75% of average daily net assets for the Initial Class shares and 1.00% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this reduction amounted to $57,195, which is included in the reduction of total expenses in the Statement of Operations.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.

 

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Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $9,220, which equated to 0.0207% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $801.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0393% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

Other – The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.

The fund invests in the High Yield Pooled Portfolio, which is a mutual fund advised by MFS that does not pay management fees to MFS but does incur investment and operating costs. The fund invests in the High Yield Pooled Portfolio to gain exposure to high income debt instruments, rather than investing in high income debt instruments directly. Income earned on this investment is included in “Dividends from affiliated issuers” in the Statement of Operations. The High Yield Pooled Portfolio does not pay distribution and/or service fees to MFD.

 

(4)   Portfolio Securities

For the year ended December 31, 2020, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $20,891,079        $21,976,522  
Non-U.S. Government securities      28,377,445        29,441,396  

 

(5)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:

 

     Year ended 12/31/20      Year ended 12/31/19  
     Shares      Amount      Shares      Amount  
Shares sold            

Initial Class

     593,426        $6,061,887        238,399        $2,340,408  

Service Class

     75,762        764,983        40,987        403,039  
     669,188        $6,826,870        279,386        $2,743,447  
Shares issued to shareholders in reinvestment of distributions            

Initial Class

     138,366        $1,407,184        135,240        $1,348,342  

Service Class

     19,396        195,901        21,179        209,670  
     157,762        $1,603,085        156,419        $1,558,012  
Shares reacquired            

Initial Class

     (665,666      $(6,694,271      (614,197      $(6,013,428

Service Class

     (180,269      (1,833,066      (138,486      (1,342,619
     (845,935      $(8,527,337      (752,683      $(7,356,047
Net change            

Initial Class

     66,126        $774,800        (240,558      $(2,324,678

Service Class

     (85,111      (872,182      (76,320      (729,910
     (18,985      $(97,382      (316,878      $(3,054,588

 

(6)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its

 

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Notes to Financial Statements – continued

 

borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $235 and $58, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(7)   Investments in Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:

 

Affiliated Issuers   Beginning
Value
    Purchases     Sales
Proceeds
    Realized
Gain
(Loss)
    Change in
Unrealized
Appreciation or
Depreciation
    Ending
Value
 
MFS High Yield Pooled Portfolio     $5,079,021       $8,515,291       $7,521,403       $(3,035     $114,411       $6,184,285  
MFS Institutional Money Market Portfolio     48,852       29,622,724       29,154,879       520             517,217  
    $5,127,873       $38,138,015       $36,676,282       $(2,515     $114,411       $6,701,502  
Affiliated Issuers                               Dividend
Income
    Capital Gain
Distributions
 
MFS High Yield Pooled Portfolio             $375,325       $—  
MFS Institutional Money Market Portfolio                                     9,828        
            $385,153       $—  

 

(8)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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MFS Income Portfolio

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Income Portfolio (formerly MFS Strategic Income Portfolio):

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Income Portfolio (formerly MFS Strategic Income Portfolio) (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
overseen by the
Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships
During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds
for which the
Person is an
Officer

 

Principal Occupations
During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President

John W. Clark, Jr. (k)

(age 53)

  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017)

Thomas H. Connors (k)

(age 61)

 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)

Brian E. Langenfeld (k)

(age 47)

  Assistant
Secretary and Assistant Clerk
  June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel

Amanda S. Mooradian (k)

(age 41)

  Assistant
Secretary and Assistant Clerk
  September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant
Secretary and Assistant Clerk
  July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kasey L. Phillips (k)

(age 50)

  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President

Matthew A. Stowe (k)

(age 46)

  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Martin J. Wolin (k)

(age 53)

  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Neeraj Arora

Philipp Burgener

David Cole

Alexander Mackey

Joshua Marston

Robert Persons

Michael Skatrud

 

 

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BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS Income Portfolio (formerly MFS Strategic Income Portfolio)

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 1st quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course

 

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Board Review of Investment Advisory Agreement – continued

 

of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median and the Fund’s total expense ratio was higher than the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

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Table of Contents

LOGO


Table of Contents
Annual Report
December 31, 2020
MFS®  Technology Portfolio
MFS® Variable Insurance Trust II
TKS-ANN


Table of Contents
MFS® Technology Portfolio
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED  •  MAY LOSE VALUE  •  NO BANK OR CREDIT UNION GUARANTEE  • 
NOT A DEPOSIT  •  NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF


Table of Contents
MFS Technology Portfolio
LETTER FROM THE CEO
Dear Contract Owners:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.
In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
February 16, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Table of Contents
MFS Technology Portfolio
Portfolio Composition
Portfolio structure
Top ten holdings
Amazon.com, Inc. 9.3%
Microsoft Corp. 9.1%
Mastercard, Inc., “A” 4.0%
Facebook, Inc., “A” 3.9%
PayPal Holdings, Inc. 3.6%
Adobe Systems, Inc. 3.4%
Alphabet, Inc., “A” 3.4%
Apple, Inc. 3.3%
Global Payments, Inc. 2.6%
Visa, Inc., “A” 2.5%
Top five industries
Computer Software 23.5%
Internet 16.2%
Computer Software - Systems 10.7%
Business Services 10.3%
Specialty Stores 10.2%
 
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2020.
The portfolio is actively managed and current holdings may be different.
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Table of Contents
MFS Technology Portfolio
Management Review
Summary of Results
For the twelve months ended December 31, 2020, Initial Class shares of the MFS Technology Portfolio (fund) provided a total return of 46.84%, while Service Class shares of the fund provided a total return of 46.41%. These compare with a return of 18.40% over the same period for the fund’s benchmark, the Standard & Poor's 500 Stock Index, and a return of 45.15% for the fund’s other benchmark, the Standard & Poor's North American Technology Sector Index.
Market Environment
Markets experienced an extraordinarily sharp selloff early in the period and, in many cases, an unusually rapid recovery later. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the shortest — albeit the deepest and steepest — recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale. There are also worries over the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible, average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels longer than under its previous model. In developed countries, monetary easing measures were complemented by unusually large fiscal stimulus initiatives. Due to relatively manageable external liabilities and balances of payments in many countries and persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
In the immediate aftermath of the market disruption that accompanied the initial phases of the pandemic, many companies that had added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks halted those activities, and some companies were forced to recapitalize. As markets and the economy stabilized later in the period, in many cases dividend payments and buybacks resumed. Conversely, some companies found themselves flush with liquidity, having borrowed preemptively during the worst of the crisis only to end up with excess cash on their balance sheets.
Contributors to Performance
Stock selection in the software industry contributed to the fund's performance relative to the Standard & Poor’s North American Technology Sector Index. Within this industry, overweight positions in computer software company DocuSign, global enterprise cloud communications and collaboration solutions provider RingCentral and cloud-based marketing and sales software platform HubSpot, and holdings of cloud and IT services provider RAKUS(b) (Japan), supported relative results. The COVID-driven shift to a stay at home environment helped accelerate DocuSign's already strong e-signature growth and led to a boost in billings and its new customer base.
Within the communications equipment industry, the fund's short position in network equipment company Cisco Systems(h) supported relative results. The share price of Cisco Systems fell after the company reported a disappointing full-year outlook. COVID-19 continued to impact the firm's customer base, notably small and mid-sized businesses, which carefully managed technology investments given the uncertain macro environment.
Security selection in the internet & direct marketing retail industry helped relative performance. Within this industry, an overweight position in pure-play e-commerce business Chewy and e-commerce platform provider Farfetch (United Kingdom) bolstered relative returns. The share price of Chewy appreciated due to strong financial results and a raised outlook. The company benefited from increased demand and a growing customer base as pet adoption rates increased and the shift to e-commerce accelerated during the pandemic.
Stocks in other industries that benefited relative results included not owning both semiconductor company Intel and diversified technology products and services company International Business Machines (IBM), and holdings of consumer digital health company Livongo(b)(h). The share price of Intel dropped on the back of a weakness in its Data Center Group. Additionally, the firm came under pressure as management delayed the ramp-up of its 7nm process technology, while competitor AMD appeared to have gained market share in PCs and server chips.
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MFS Technology Portfolio
Management Review - continued
Detractors from Performance
In the automobiles industry, a short position in electric vehicle manufacturer Tesla(b)(h) held back relative performance. The share price of Tesla appreciated throughout the period after the company disclosed record deliveries amid the launch of its Model Y and China factory. Additionally, Tesla was added as a constituent to the S&P 500 Index, which further boosted the stock's performance.
An underweight allocation to the technology hardware storage & peripherals industry also detracted from relative performance. Within this industry, an underweight position in computer and personal electronics maker Apple hindered relative returns. Despite headwinds related to COVID-19, the share price of Apple appreciated as product demand recovered more rapidly than expected. The shift toward work-from-home and remote learning helped to support strong iPhone and iPad sales. Additionally, shares of Apple reacted positively to the announcement of a new line of its flagship iPhone product with 5G compatibility.
Stocks in other industries that weighed on relative results included the timing of the fund's ownership in shares of financial technology services provider Fiserv(h) and semiconductor manufacturer Microchip Technology(h), and its holdings of online and mobile commerce company Alibaba Group Holding(b) (China). The share price of Fiserv appeared to have reacted negatively to the announcement that the company's CEO would be stepping down roughly a year earlier than expected. The company also reported a decline in revenue in its merchant acceptance, financial technology, and payments and network segments. Additionally, the fund's underweight positions in cloud-based e-commerce platform operator Shopify and computer graphics processor maker NVIDIA, and overweight positions in electronic payment services company Global Payments and global banking and payment technologies provider Fidelity National Information Services, further dampened relative results. The share price of Shopify advanced as demand for digital e-commerce solutions surged with the outbreak of the COVID-19 pandemic and consumers transitioned to shopping from home.
The fund's cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund's benchmark, holding cash held back performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
Matthew Sabel
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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MFS Technology Portfolio
Performance Summary Through 12/31/20
The following chart illustrates the historical performance of the fund in comparison to its benchmark(s). Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect any fees or expenses. The performance of other share classes will be greater than or less than that of the class depicted below. (See Notes to Performance Summary.)
Performance data shown represents past performance and is no guarantee of future results. Investment return and principal value fluctuate so your units, when sold, may be worth more or less than the original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on fund distributions or the redemption of contract units. The returns for the fund shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.
Growth of a Hypothetical $10,000 Investment
Total Returns through 12/31/20
Average annual total returns
Share Class Class Inception Date 1-yr 5-yr 10-yr
Initial Class 6/16/00 46.84% 25.17% 19.43%
Service Class 8/24/01 46.41% 24.86% 19.14%
Comparative benchmark(s)
Standard & Poor's 500 Stock Index (f) 18.40% 15.22% 13.88%
Standard & Poor's North American Technology Sector Index (f) 45.15% 27.33% 20.57%
(f) Source: FactSet Research Systems Inc.
Benchmark Definition(s)
Standard & Poor's 500 Stock Index(g) – a market capitalization-weighted index of 500 widely held equity securities, designed to measure broad U.S. equity performance.
Standard & Poor's North American Technology Sector Index(g) - a modified market capitalization-weighted index that measures the performance of selected technology stocks.
It is not possible to invest directly in an index.
(g) “Standard & Poor's®” and “S&P®” are registered trademarks of Standard & Poor's Financial Services LLC (“S&P”) and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and have been licensed for use by S&P Dow Jones Indices LLC and sublicensed for certain purposes by MFS. The S&P 500® is a product of S&P Dow Jones Indices LLC, and has been licensed for use by MFS. MFS's product(s) is not sponsored, endorsed, sold, or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, or their respective affiliates, and neither S&P Dow Jones Indices LLC, Dow Jones, S&P, nor their respective affiliates make any representation regarding the advisability of investing in such product(s).
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MFS Technology Portfolio
Performance Summary – continued
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund's performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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MFS Technology Portfolio
Expense Table
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2020 through December 31, 2020
As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight the fund's ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.
Share
Class
  Annualized
Expense
Ratio
Beginning
Account Value
7/01/20
Ending
Account Value
12/31/20
Expenses
Paid During
Period (p)
7/01/20-12/31/20
Initial Class Actual 0.91% $1,000.00 $1,245.99 $5.14
Hypothetical (h) 0.91% $1,000.00 $1,020.56 $4.62
Service Class Actual 1.16% $1,000.00 $1,244.66 $6.55
Hypothetical (h) 1.16% $1,000.00 $1,019.30 $5.89
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class's annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
Notes to Expense Table
Expense ratios include 0.01% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
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Table of Contents
MFS Technology Portfolio
Portfolio of Investments − 12/31/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 96.7%
Aerospace – 0.4%  
CACI International, Inc., “A” (a)   1,674 $     417,378
Biotechnology – 0.3%  
Adaptive Biotechnologies Corp. (a)   5,927 $     350,464
Brokerage & Asset Managers – 0.8%  
NASDAQ, Inc.   4,244 $     563,349
Tradeweb Markets, Inc.   3,940      246,053
             $809,402
Business Services – 10.3%  
Clarivate PLC (a)   24,152 $     717,556
Endava PLC, ADR (a)   11,176      857,758
Fidelity National Information Services, Inc.   10,261    1,451,521
Global Payments, Inc.   12,610    2,716,448
IHS Markit Ltd.   2,249      202,028
Nuvei Corp. (a)   8,454      509,184
PayPal Holdings, Inc. (a)   16,175    3,788,185
Verisk Analytics, Inc., “A”   2,653      550,736
        $10,793,416
Cable TV – 1.1%  
Charter Communications, Inc., “A” (a)   1,755 $   1,161,020
Computer Software – 23.6%  
Adobe Systems, Inc. (a)   7,195 $   3,598,363
Asana, Inc. (a)   13,737      405,928
Atlassian Corp. PLC, “A” (a)   3,024      707,223
Autodesk, Inc. (a)   3,907    1,192,963
Bentley Systems, Inc., “B”   2,975      120,517
Black Knight, Inc. (a)   7,353      649,638
Coupa Software, Inc. (a)   145       49,142
DocuSign, Inc. (a)   3,359      746,706
Dun & Bradstreet Holdings, Inc. (a)   16,120      401,388
Eventbrite, Inc. (a)   13,974      252,929
Microsoft Corp. (s)   42,482    9,448,846
Okta, Inc. (a)   3,146      799,902
Ping Identity Holding Corp. (a)   9,657      276,577
RAKUS Co. Ltd.   17,400      403,088
RingCentral, Inc. (a)   4,491    1,701,954
salesforce.com, inc. (a)   10,432    2,321,433
Topicus.com, Inc. (a)   1,186        4,484
Twilio, Inc., “A” (a)   1,900      643,150
Zendesk, Inc. (a)   5,863      839,113
        $24,563,344
Computer Software - Systems – 10.8%  
Apple, Inc.   25,721 $   3,412,919
Constellation Software, Inc.   638      828,473
Descartes Systems Group, Inc. (a)   8,434      493,292
EPAM Systems, Inc. (a)   2,341      838,897
HubSpot, Inc. (a)   2,912    1,154,433
Q2 Holdings, Inc. (a)   4,341      549,267
ServiceNow, Inc. (a)   3,788    2,085,029
Square, Inc., “A” (a)   3,139      683,172
TransUnion   5,819      577,361
Issuer     Shares/Par Value ($)
Common Stocks – continued
Computer Software - Systems – continued  
Wix.com Ltd. (a)   2,355 $     588,656
        $11,211,499
Consumer Services – 0.9%  
Booking Holdings, Inc. (a)   431 $     959,953
Electronics – 10.0%  
Advanced Micro Devices (a)   23,429 $   2,148,674
Allegro MicroSystems, Inc. (a)   15,084      402,139
ASML Holding N.V.   1,324      645,741
KLA Corp.   4,553    1,178,817
Lam Research Corp.   3,430    1,619,886
Marvell Technology Group Ltd.   20,567      977,755
NVIDIA Corp.   4,148    2,166,086
Skyworks Solutions, Inc.   7,423    1,134,828
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   1,869      203,796
        $10,477,722
Internet – 16.2%  
Airbnb, Inc., “A” (a)   214 $      31,415
Alibaba Group Holding Ltd., ADR (a)   7,748    1,803,192
Allegro.eu S.A. (a)   13,767      312,141
Alphabet, Inc., “A” (a)(s)   2,008    3,519,301
ContextLogic, Inc., “A” (a)   13,843      252,496
DraftKings, Inc. (a)   9,915      461,642
Facebook, Inc., “A” (a)   14,925    4,076,913
Farfetch Ltd., “A” (a)   13,265      846,440
Match Group, Inc. (a)   5,915      894,289
Mercadolibre, Inc. (a)   355      594,703
NetEase.com, Inc., ADR   10,101      967,373
Pinterest, Inc. (a)   10,702      705,262
Sea Ltd., ADR (a)   2,012      400,489
Tencent Holdings Ltd.   27,400    2,002,042
        $16,867,698
Leisure & Toys – 3.6%  
Activision Blizzard, Inc.   17,366 $   1,612,433
Electronic Arts, Inc.   7,979    1,145,784
Take-Two Interactive Software, Inc. (a)   5,020    1,043,105
           $3,801,322
Medical & Health Technology & Services – 0.7%  
Guardant Health, Inc. (a)   4,997 $     644,014
Teladoc Health, Inc. (a)   396       79,184
             $723,198
Medical Equipment – 0.7%  
Bio-Techne Corp.   1,617 $     513,478
Maravai Lifesciences Holdings, Inc., “A” (a)   7,076      198,482
             $711,960
Other Banks & Diversified Financials – 6.5%  
Mastercard, Inc., “A”   11,586 $   4,135,507
Visa, Inc., “A”   12,075    2,641,165
           $6,776,672
 
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MFS Technology Portfolio
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Printing & Publishing – 0.5%  
Wolters Kluwer N.V.   6,427 $     542,228
Specialty Stores – 10.3%  
Amazon.com, Inc. (a)(s)   2,970 $   9,673,082
Chewy, Inc., “A” (a)   8,901      800,111
Shopify, Inc. (a)   193      218,466
        $10,691,659
Total Common Stocks (Identified Cost, $51,288,498)   $ 100,858,935
Issuer     Shares/Par Value ($)
Investment Companies (h) – 3.1%
Money Market Funds – 3.1%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $3,257,002)     3,257,002 $   3,257,002
Other Assets, Less Liabilities – 0.2%        195,545
Net Assets – 100.0% $ 104,311,482
    
 
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $3,257,002 and $100,858,935, respectively.      
(s) Security or a portion of the security was pledged to cover collateral requirements for securities sold short. At December 31, 2020, the fund had no short sales outstanding.      
(v) Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.      
The following abbreviations are used in this report and are defined:
ADR American Depositary Receipt
At December 31, 2020, the fund had cash collateral of $49,406 and other liquid securities with an aggregate value of $542,148 to cover any collateral or margin obligations for securities sold short. Restricted cash and/or deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
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MFS Technology Portfolio
Financial Statements Statement of Assets and Liabilities
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
At 12/31/20
Assets
 
Investments in unaffiliated issuers, at value (identified cost, $51,288,498) $100,858,935
Investments in affiliated issuers, at value (identified cost, $3,257,002) 3,257,002
Deposits with brokers for  
Securities sold short 49,406
Receivables for  
Fund shares sold 201,000
Interest and dividends 11,240
Other assets 781
Total assets $104,378,364
Liabilities  
Payables for  
Investments purchased $4,436
Fund shares reacquired 12,048
Payable to affiliates  
Investment adviser 4,201
Administrative services fee 130
Shareholder servicing costs 45
Distribution and/or service fees 1,029
Payable for independent Trustees' compensation 33
Accrued expenses and other liabilities 44,960
Total liabilities $66,882
Net assets $104,311,482
Net assets consist of  
Paid-in capital $48,255,482
Total distributable earnings (loss) 56,056,000
Net assets $104,311,482
Shares of beneficial interest outstanding 3,516,471
  Net assets Shares
outstanding
Net asset value
per share
Initial Class $28,767,735 924,973 $31.10
Service Class 75,543,747 2,591,498 29.15
See Notes to Financial Statements
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MFS Technology Portfolio
Financial Statements Statement of Operations
This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
Year ended 12/31/20  
Net investment income (loss)  
Income  
Dividends $284,762
Other 9,132
Dividends from affiliated issuers 8,563
Income on securities loaned 341
Foreign taxes withheld (2,183)
Total investment income $300,615
Expenses  
Management fee $594,776
Distribution and/or service fees 140,328
Shareholder servicing costs 7,517
Administrative services fee 21,294
Independent Trustees' compensation 2,492
Custodian fee 13,764
Shareholder communications 5,039
Audit and tax fees 58,544
Legal fees 843
Dividend and interest expense on securities sold short 14,989
Interest expense and fees 589
Miscellaneous 29,658
Total expenses $889,833
Reduction of expenses by investment adviser (8,735)
Net expenses $881,098
Net investment income (loss) $(580,483)
Realized and unrealized gain (loss)  
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $8,398,770
Affiliated issuers (277)
Written options 11,445
Securities sold short (859,962)
Foreign currency 377
Net realized gain (loss) $7,550,353
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $24,011,096
Securities sold short 224,813
Net unrealized gain (loss) $24,235,909
Net realized and unrealized gain (loss) $31,786,262
Change in net assets from operations $31,205,779
See Notes to Financial Statements
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Financial Statements Statements of Changes in Net Assets
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
  Year ended
  12/31/20 12/31/19
Change in net assets    
From operations    
Net investment income (loss) $(580,483) $(404,222)
Net realized gain (loss) 7,550,353 (40,969)
Net unrealized gain (loss) 24,235,909 20,037,699
Change in net assets from operations $31,205,779 $19,592,508
Total distributions to shareholders $— $(6,957,005)
Change in net assets from fund share transactions $4,958,901 $(816,272)
Total change in net assets $36,164,680 $11,819,231
Net assets    
At beginning of period 68,146,802 56,327,571
At end of period $104,311,482 $68,146,802
See Notes to Financial Statements
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MFS Technology Portfolio
Financial Statements Financial Highlights
The financial highlights table is intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
Initial Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $21.18 $17.34 $17.96 $13.19 $12.45
Income (loss) from investment operations          
Net investment income (loss) (d) $(0.14) $(0.09) $(0.07) $(0.05) $(0.01)(c)
Net realized and unrealized gain (loss) 10.06 6.16 0.58 5.16 1.10
Total from investment operations $9.92 $6.07 $0.51 $5.11 $1.09
Less distributions declared to shareholders          
From net realized gain $— $(2.23) $(1.13) $(0.34) $(0.35)
Net asset value, end of period (x) $31.10 $21.18 $17.34 $17.96 $13.19
Total return (%) (k)(r)(s)(x) 46.84 36.16 1.73 39.00 8.69(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 0.94 0.97 0.94 0.88 0.85(c)
Expenses after expense reductions (f) 0.93 0.96 0.93 0.88 0.85(c)
Net investment income (loss) (0.55) (0.44) (0.38) (0.29) (0.10)(c)
Portfolio turnover 57 33 39 31 36
Net assets at end of period (000 omitted) $28,768 $19,336 $17,056 $27,659 $15,195
Supplemental Ratios (%):          
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 0.91 0.93 0.85 0.85 0.82(c)
    
See Notes to Financial Statements
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Financial Highlights - continued
Service Class Year ended
  12/31/20 12/31/19 12/31/18 12/31/17 12/31/16
Net asset value, beginning of period $19.91 $16.44 $17.11 $12.61 $11.95
Income (loss) from investment operations          
Net investment income (loss) (d) $(0.19) $(0.13) $(0.12) $(0.08) $(0.04)(c)
Net realized and unrealized gain (loss) 9.43 5.83 0.58 4.92 1.05
Total from investment operations $9.24 $5.70 $0.46 $4.84 $1.01
Less distributions declared to shareholders          
From net realized gain $— $(2.23) $(1.13) $(0.34) $(0.35)
Net asset value, end of period (x) $29.15 $19.91 $16.44 $17.11 $12.61
Total return (%) (k)(r)(s)(x) 46.41 35.88 1.52 38.65 8.39(c)
Ratios (%) (to average net assets)
and Supplemental data:
         
Expenses before expense reductions (f) 1.19 1.22 1.16 1.14 1.10(c)
Expenses after expense reductions (f) 1.18 1.21 1.15 1.13 1.10(c)
Net investment income (loss) (0.81) (0.69) (0.61) (0.53) (0.35)(c)
Portfolio turnover 57 33 39 31 36
Net assets at end of period (000 omitted) $75,544 $48,811 $39,272 $203,610 $126,561
Supplemental Ratios (%):          
Ratios of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) 1.16 1.18 1.07 1.10 1.06(c)
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(k) The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.
See Notes to Financial Statements
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Notes to Financial Statements
(1)  Business and Organization
MFS Technology Portfolio (the fund) is a non-diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2)  Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests primarily in securities of issuers in the technology industry. Issuers in a single industry can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. The value of stocks in the technology sector can be very volatile due to the rapid pace of product change, technological developments, and other factors. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industrial, political, regulatory, geopolitical, environmental, public health, and other conditions.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities and equity securities sold short, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities sold short, for which there were no sales reported that day, are generally valued at the last quoted daily ask quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. For put options, the position may be valued at the last daily ask quotation if there are no trades reported during the day. Options not traded on an exchange are generally valued at a broker/dealer bid quotation. Foreign currency options are generally valued at valuations provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer
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Notes to Financial Statements  - continued
bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities:        
United States $87,517,694 $— $— $87,517,694
China 2,770,565 2,002,042 4,772,607
United Kingdom 2,421,754 2,421,754
Canada 2,049,415 4,484 2,053,899
Netherlands 1,187,969 1,187,969
Japan 805,227 805,227
Taiwan 604,285 604,285
Brazil 594,703 594,703
Israel 588,656 588,656
Other Countries 312,141 312,141
Mutual Funds 3,257,002 3,257,002
Total $102,109,411 $2,006,526 $— $104,115,937
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign
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Notes to Financial Statements  - continued
exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Derivatives — The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by the fund during the period were written options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. At December 31, 2020, the fund did not have any outstanding derivative instruments.
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2020 as reported in the Statement of Operations:
Risk Written
Options
Equity $11,445
There is no change in unrealized appreciation (depreciation) on derivative transactions at period end.
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund's custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund's collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Written Options — In exchange for a premium, the fund wrote put options on securities for which it anticipated the price would increase. At the time the option was written, the fund believed the premium received exceeded the potential loss that could result from adverse price changes in the options’ underlying securities. In a written option, the fund as the option writer grants the buyer the right to purchase from, or sell to, the fund a specified number of shares or units of a particular security, currency or index at a specified price within a specified period of time.
The premium received is initially recorded as a liability in the Statement of Assets and Liabilities. The option is subsequently marked-to-market daily with the difference between the premium received and the market value of the written option being recorded as unrealized appreciation or depreciation. When a written option expires, the fund realizes a gain equal to the amount of the premium received. The difference between the premium received and the amount paid on effecting a closing transaction is considered a realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the fund.
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At the initiation of the written option contract, for exchange traded options, the fund is required to deposit securities or cash as collateral with the custodian for the benefit of the broker or directly with the clearing broker, based on the type of option. For uncleared options, the fund may post collateral subject to the terms of an ISDA Master Agreement as generally described above if the market value of the options contract moves against it. The fund, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. Losses from writing options can exceed the premium received and can exceed the potential loss from an ordinary buy and sell transaction. Although the fund’s market risk may be significant, the maximum counterparty credit risk to the fund is equal to the market value of any collateral posted to the broker. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above.
Short Sales — The fund entered into short sales whereby it sells a security it does not own in anticipation of a decline in the value of that security. The fund will realize a gain if the security price decreases and a loss if the security price increases between the date of the short sale and the date on which the fund replaces the borrowed security. Losses from short sales can exceed the proceeds of the security sold; and they can also exceed the potential loss from an ordinary buy and sell transaction. The amount of any premium, dividends, or interest the fund may be required to pay in connection with a short sale will be recognized as a fund expense. During the year ended December 31, 2020, this expense amounted to $14,989. The fund segregates cash or marketable securities in an amount that, when combined with the amount of proceeds from the short sale deposited with the broker, at least equals the current market value of the security sold short. At December 31, 2020, the fund had no short sales outstanding.
Security Loans — Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company, as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open
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Notes to Financial Statements  - continued
tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to wash sale loss deferrals and straddle loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
12/31/20
Year ended
12/31/19
Ordinary income (including any short-term capital gains) $— $97,726
Long-term capital gains 6,859,279
Total distributions $— $6,957,005
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 12/31/20  
Cost of investments $55,039,164
Gross appreciation 49,171,902
Gross depreciation (95,129)
Net unrealized appreciation (depreciation) $49,076,773
Undistributed ordinary income 1,120,445
Undistributed long-term capital gain 5,858,782
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund's income, realized and unrealized gain (loss), and common expenses are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year ended
12/31/20
  Year ended
12/31/19
Initial Class $—   $1,929,881
Service Class   5,027,124
Total $—   $6,957,005
(3)  Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.75%
In excess of $1 billion 0.70%
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund's Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $8,735, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.74% of the fund's average daily net assets.
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Notes to Financial Statements  - continued
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as short sale dividend and interest expenses incurred in connection with the fund's investment activity), such that total annual operating expenses do not exceed 1.00% of average daily net assets for the Initial Class shares and 1.25% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022.  For the year ended December 31, 2020, the fund's actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund's expenses related to this agreement.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent — MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $7,029, which equated to 0.0089% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $488.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0268% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2020, the fund engaged in sale transactions pursuant to this policy, which amounted to $444,734, respectively. The sales transactions resulted in net realized gains (losses) of $(37,799).
The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended December 31, 2020, this reimbursement amounted to $4,916, which is included in “Other” income in the Statement of Operations.
(4)  Portfolio Securities
For the year ended December 31, 2020, purchases and sales of investments, other than short sales and short-term obligations, aggregated $44,509,902 and $44,943,939, respectively.
(5)  Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
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MFS Technology Portfolio
Notes to Financial Statements  - continued
  Year ended
12/31/20
  Year ended
12/31/19
  Shares Amount   Shares Amount
Shares sold          
Initial Class 215,421 $5,537,761   46,536 $963,805
Service Class 1,213,821 29,404,672   461,713 8,867,564
  1,429,242 $34,942,433   508,249 $9,831,369
Shares issued to shareholders
in reinvestment of distributions
         
Initial Class $—   99,478 $1,929,881
Service Class   275,459 5,027,124
  $—   374,937 $6,957,005
Shares reacquired          
Initial Class (203,201) $(5,171,507)   (216,620) $(4,411,510)
Service Class (1,074,446) (24,812,025)   (673,201) (13,193,136)
  (1,277,647) $(29,983,532)   (889,821) $(17,604,646)
Net change          
Initial Class 12,220 $366,254   (70,606) $(1,517,824)
Service Class 139,375 4,592,647   63,971 701,552
  151,595 $4,958,901   (6,635) $(816,272)
(6)  Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $345 and $0, respectively, and are included in “Interest expense and fees” in the Statement of Operations.
(7)  Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value
Purchases Sales
Proceeds
Realized
Gain
(Loss)
Change in
Unrealized
Appreciation or
Depreciation
Ending
Value
MFS Institutional Money Market Portfolio $263,828 $37,533,496 $34,540,045 $(277) $— $3,257,002
Affiliated Issuers Dividend
Income
Capital Gain
Distributions
MFS Institutional Money Market Portfolio $8,563 $—
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MFS Technology Portfolio
Notes to Financial Statements  - continued
(8)  Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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MFS Technology Portfolio
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Technology Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Technology Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Technology Portfolio
Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54)
  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66)
  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A
Steven E. Buller
(age 69)
  Trustee   February 2014   134   Private investor   N/A
John A. Caroselli
(age 66)
  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65)
  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64)
  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
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MFS Technology Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years
  Other Directorships During
the Past Five Years (j)
Maryanne L. Roepke
(age 64)
  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52)
  Assistant Treasurer   January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61)
  Assistant Secretary and Assistant Clerk   September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53)
  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
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MFS Technology Portfolio
Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund
  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618
State Street Bank and Trust Company
1 Lincoln Street
Boston, MA 02111-2900
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Portfolio Manager(s)  
Matthew Sabel  
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MFS Technology Portfolio
Board Review of Investment Advisory Agreement
MFS Technology Portfolio
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 2nd quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 4th quintile for the one-year period and the 2nd quintile for the three-year period ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.
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MFS Technology Portfolio
Board Review of Investment Advisory Agreement - continued
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
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MFS Technology Portfolio
Board Review of Investment Advisory Agreement - continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
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MFS Technology Portfolio
Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at  mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
FURTHER INFORMATION
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
 • Social Security number and account balances
 • Account transactions and transaction history
 • Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
Reasons we can share your
personal information
Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes No
For our marketing purposes –
to offer our products and services to you
No We don't share
For joint marketing with other
financial companies
No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences
No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness
No We don't share
For nonaffiliates to market to you No We don't share
Questions? Call 800-225-2606 or go to mfs.com.
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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
What we do
How does MFS
protect my personal
information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information?
We collect your personal information, for example, when you
 • open an account or provide account information
 • direct us to buy securities or direct us to sell your securities
 • make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
 • sharing for affiliates' everyday business purposes – information about your creditworthiness
 • affiliates from using your information to market to you
 • sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
 •  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
 •  MFS doesn't jointly market.
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
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Table of Contents

 

Annual Report

December 31, 2020

 

LOGO

 

MFS® U.S. Government

Money Market Portfolio

 

LOGO

 

MFS® Variable Insurance Trust II

 

 

 

 

MKS-ANN


Table of Contents

MFS® U.S. Government Money Market Portfolio

 

CONTENTS

 

Letter from the CEO      1  
Portfolio composition      2  
Performance summary      3  
Expense table      4  
Portfolio of investments      5  
Statement of assets and liabilities      6  
Statement of operations      7  
Statements of changes in net assets      8  
Financial highlights      9  
Notes to financial statements      10  
Report of independent registered public accounting firm      14  
Trustees and officers      15  
Board review of investment advisory agreement      18  
Proxy voting policies and information      21  
Portfolio holdings information      21  
Further information      21  
Information about fund contracts and legal claims      21  

Federal tax information

     21  
MFS® privacy notice      22  

 

 

The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK OR CREDIT UNION GUARANTEE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF



Table of Contents

MFS U.S. Government Money Market Portfolio

 

LETTER FROM THE CEO

 

LOGO

Dear Contract Owners:

Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts remain high, new variants of the virus are appearing and questions persist over how fast the vaccine can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.

Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and in control of both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can sow the seeds of instability. As such, dramatic increases in speculative retail trading bear watching.

In the aftermath of the crisis, we could see societal changes as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.

At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.

Respectfully,

 

LOGO

Michael W. Roberge

Chief Executive Officer

MFS Investment Management

February 16, 2021

 

 

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

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MFS U.S. Government Money Market Portfolio

 

PORTFOLIO COMPOSITION

 

Portfolio structure (u)

 

LOGO

 

Composition including fixed income credit quality (a)(u)

 

A-1+     48.4%  
A-1     51.8%  
Other Assets Less Liabilities     (0.2)%  
Maturity breakdown (u)  
0 - 7 days     29.8%  
8 - 29 days     31.1%  
30 - 59 days     27.8%  
60 - 89 days     11.5%  
90 - 365 days     0.0%  
Other Assets Less Liabilities     (0.2)%  
 

 

(a)

Ratings are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are subject to change. The fund is not rated by these agencies.

(u)

For purposes of this presentation, accrued interest, where applicable, is included.

From time to time Other Assets Less Liabilities may be negative due to timing of cash receipts.

Percentages are based on net assets as of December 31, 2020.

The portfolio is actively managed and current holdings may be different.

 

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MFS U.S. Government Money Market Portfolio

 

PERFORMANCE SUMMARY THROUGH 12/31/20

 

Total returns as well as the current 7-day yield have been provided for the applicable time periods. Performance results reflect the percentage change in net asset value, including the reinvestment of any dividends and capital gains distributions. (See Notes to Performance Summary.)

Performance data shown represents past performance and is no guarantee of future results. You could lose money by investing in the portfolio. Although the portfolio seeks to preserve the value of your investment at $1.00 per unit, it cannot guarantee it will do so. An investment in the portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The portfolio’s sponsor has no legal obligation to provide financial support to the portfolio, and you should not expect the sponsor will provide financial support to the portfolio at any time. The performance shown does not reflect the deduction of taxes, if any, that a contract holder would pay on portfolio distributions or the redemption of contract units. The returns for the portfolio shown also do not reflect the deduction of expenses associated with variable products, such as mortality and expense risk charges, separate account charges, and sales charges imposed by the insurance company separate accounts. Such expenses would reduce the overall returns shown.

 

     Share Class    Inception      1-Year Total Return      Current 7-day yield        
    Initial Class    7/19/85      0.22%      0.00%       
    Service Class    8/24/01      0.22%      0.00%       

Notes to Performance Summary

Yields quoted are based on the latest seven days ended as of December 31, 2020, with dividends annualized. The yield quotations more closely reflect the current earnings of the portfolio than the total return quotations.

Performance results reflect any applicable expense subsidies, waivers and adjustments in effect during the periods shown. Without such subsidies and waivers the portfolio’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gain distributions.

 

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MFS U.S. Government Money Market Portfolio

 

EXPENSE TABLE

 

Fund Expenses Borne by the Contract Holders during the Period,

July 1, 2020 through December 31, 2020

As a contract holder of the fund, you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period July 1, 2020 through December 31, 2020.

Actual Expenses

The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight the fund’s ongoing costs only and do not take into account the fees and expenses imposed under the variable contracts through which your investment in the fund is made. Therefore, the second line for each share class in the table is useful in comparing ongoing costs associated with an investment in vehicles (such as the fund) which fund benefits under variable annuity and variable life insurance contracts and to qualified pension and retirement plans only, and will not help you determine the relative total costs of investing in the fund through variable annuity and variable life insurance contracts. If the fees and expenses imposed under the variable contracts were included, your costs would have been higher.

 

Share Class         Annualized
Expense Ratio
     Beginning
Account Value
7/01/20
     Ending
Account Value
12/31/20
     Expenses Paid
During Period (p)
7/01/20-12/31/20
 
Initial Class   Actual      0.09%        $1,000.00        $1,000.00        $0.45  
  Hypothetical (h)      0.09%        $1,000.00        $1,024.68        $0.46  
Service Class   Actual      0.09%        $1,000.00        $1,000.00        $0.45  
  Hypothetical (h)      0.09%        $1,000.00        $1,024.68        $0.46  

 

(h)

5% class return per year before expenses.

 

(p)

“Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Notes to Expense Table

As more fully disclosed in Note 3 in the Notes to Financial Statements, the expense ratios reported above include additional expense reductions to avoid a negative yield.

 

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PORTFOLIO OF INVESTMENTS – 12/31/20

 

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

Issuer    Shares/Par     Value ($)  
U.S. GOVERNMENT AGENCIES AND
EQUIVALENTS (y) – 90.4%

 

Fannie Mae, 0.092%, due 1/13/2021    $ 2,586,000     $ 2,585,922  
Fannie Mae, 0.051%, due 1/14/2021      4,708,000       4,707,915  
Fannie Mae, 0.081%, due 1/20/2021      10,731,000       10,730,547  
Fannie Mae, 0.07%, due 1/27/2021      7,000,000       6,999,651  
Fannie Mae, 0.081%, due 1/27/2021      5,380,000       5,379,689  
Fannie Mae, 0.081%, due 2/03/2021      3,843,000       3,842,718  
Fannie Mae, 0.071%, due 2/17/2021      7,521,000       7,520,313  
Federal Farm Credit Bank, 0.061%, due 1/07/2021      12,000,000       11,999,880  
Federal Farm Credit Bank, 0.071%, due 1/07/2021      6,457,000       6,456,925  
Federal Farm Credit Bank, 0.071%, due 1/22/2021      3,825,000       3,824,844  
Federal Farm Credit Bank, 0.081%, due 2/25/2021      3,704,000       3,703,547  
Federal Farm Credit Bank, 0.112%, due 3/16/2021      5,857,000       5,855,676  
Federal Home Loan Bank, 0.097%, due 1/07/2021      6,504,000       6,503,897  
Federal Home Loan Bank, 0.61%, due 1/08/2021      2,900,000       2,899,966  
Federal Home Loan Bank, 0.061%, due 1/11/2021      2,372,000       2,371,960  
Federal Home Loan Bank, 0.066%, due 1/12/2021      8,170,000       8,169,838  
Federal Home Loan Bank, 0.071%, due 2/05/2021      9,531,000       9,530,351  
Federal Home Loan Bank, 0.086%, due 2/24/2021      10,572,000       10,570,652  
U.S. Treasury Bill, 0.066%, due 1/05/2021      14,254,000       14,253,897  
U.S. Treasury Bill, 0.092%, due 1/07/2021      11,967,000       11,966,820  
U.S. Treasury Bill, 0.079%, due 1/12/2021      12,472,000       12,471,705  
Issuer    Shares/Par     Value ($)  
U.S. GOVERNMENT AGENCIES AND
EQUIVALENTS (y) – continued

 

U.S. Treasury Bill, 0.076%, due 1/14/2021    $ 10,000,000     $ 9,999,729  
U.S. Treasury Bill, 0.071%, due 1/19/2021      2,625,000       2,624,908  
U.S. Treasury Bill, 0.092%, due 1/19/2021      14,212,000       14,211,360  
U.S. Treasury Bill, 0.076%, due 2/04/2021      11,414,000       11,413,192  
U.S. Treasury Bill, 0.086%, due 2/04/2021      5,000,000       4,999,599  
U.S. Treasury Bill, 0.074%, due 2/09/2021      12,750,000       12,748,999  
U.S. Treasury Bill, 0.071%, due 2/11/2021      8,395,000       8,394,331  
U.S. Treasury Bill, 0.071%, due 2/18/2021      2,636,000       2,635,754  
U.S. Treasury Bill, 0.071%, due 3/02/2021      7,699,000       7,698,102  
U.S. Treasury Bill, 0.076%, due 3/04/2021      2,625,000       2,624,661  
U.S. Treasury Bill, 0.074%, due 3/09/2021      9,037,000       9,035,781  
U.S. Treasury Bill, 0.066%, due 3/18/2021      6,024,000       6,023,173  
    

 

 

 
Total U.S. Government Agencies and
Equivalents, at Amortized Cost and Value

 

  $ 244,756,302  
    

 

 

 
REPURCHASE AGREEMENTS – 9.8%

 

Bank of America Corp. Repurchase Agreement, 0.06%, dated 12/31/2020, due 1/04/2021, total to be received $26,617,177 (secured by U.S. Treasury and Federal Agency obligations valued at $27,151,379 in a jointly traded account), at Cost and Value    $ 26,617,000     $ 26,617,000  
    

 

 

 
OTHER ASSETS, LESS
LIABILITIES – (0.2)%

 

    (451,340
    

 

 

 
NET ASSETS – 100.0%      $ 270,921,962  
    

 

 

 

 

(y)   The rate shown represents an annualized yield at time of purchase.

See Notes to Financial Statements

 

 

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FINANCIAL STATEMENTS  |  STATEMENT OF ASSETS AND LIABILITIES

 

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

At 12/31/20

  

Assets

        

Investments in unaffiliated issuers, at cost and value

     $271,373,302  

Cash

     982  

Receivables for

  

Fund shares sold

     387,847  

Interest

     44  

Other assets

     1,867  

Total assets

     $271,764,042  

Liabilities

        

Payables for

  

Fund shares reacquired

     $790,199  

Payable to affiliates

  

Investment adviser

     446  

Administrative services fee

     235  

Shareholder servicing costs

     25  

Payable for independent Trustees’ compensation

     177  

Accrued expenses and other liabilities

     50,998  

Total liabilities

     $842,080  

Net assets

     $270,921,962  

Net assets consist of

        

Paid-in capital

     $270,921,647  

Total distributable earnings (loss)

     315  

Net assets

     $270,921,962  

Shares of beneficial interest outstanding

     271,141,693  

 

     Net assets      Shares
outstanding
     Net asset value
per share
 

Initial Class

     $155,937,035        156,070,700        $1.00  

Service Class

     114,984,927        115,070,993        1.00  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENT OF OPERATIONS

 

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Year ended 12/31/20

  

Net investment income (loss)

        

Income

  

Interest

     $1,247,922  

Other

     2,257  

Total investment income

     $1,250,179  

Expenses

  

Management fee

     $1,274,605  

Distribution and/or service fees

     283,671  

Shareholder servicing costs

     5,542  

Administrative services fee

     47,683  

Independent Trustees’ compensation

     8,389  

Custodian fee

     14,319  

Shareholder communications

     17,767  

Audit and tax fees

     37,838  

Legal fees

     2,388  

Miscellaneous

     32,998  

Total expenses

     $1,725,200  

Reduction of expenses by investment adviser and distributor

     (1,044,738

Net expenses

     $680,462  

Net investment income (loss)

     $569,717  

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $300  

Change in net assets from operations

     $570,017  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  STATEMENTS OF CHANGES IN NET ASSETS

 

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

     Year ended  
     12/31/20      12/31/19  

Change in net assets

     

From operations

                 

Net investment income (loss)

     $569,717        $4,512,318  

Net realized gain (loss)

     300        15  

Change in net assets from operations

     $570,017        $4,512,333  

Total distributions to shareholders

     $(569,717      $(4,512,318

Change in net assets from fund share transactions

     $6,689,361        $(24,227,082

Total change in net assets

     $6,689,661        $(24,227,067

Net assets

                 

At beginning of period

     264,232,301        288,459,368  

At end of period

     $270,921,962        $264,232,301  

See Notes to Financial Statements

 

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FINANCIAL STATEMENTS  |  FINANCIAL HIGHLIGHTS

 

The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

Initial Class    Year ended  
     12/31/20     12/31/19     12/31/18      12/31/17     12/31/16  

Net asset value, beginning of period

     $1.00       $1.00       $1.00        $1.00       $1.00  
Income (loss) from investment operations                                          

Net investment income (loss) (d)

     $0.00 (w)      $0.02       $0.01        $0.00 (w)      $0.00 (c)(w) 

Net realized and unrealized gain (loss)

     0.00 (w)      0.00 (w)             0.00 (w)      0.00 (w) 

Total from investment operations

     $0.00 (w)      $0.02       $0.01        $0.00 (w)      $0.00 (w) 
Less distributions declared to shareholders                                          

From net investment income

     $(0.00 )(w)      $(0.02     $(0.01      $(0.00 )(w)      $(0.00 )(w) 

Net asset value, end of period

     $1.00       $1.00       $1.00        $1.00       $1.00  

Total return (%) (k)(r)

     0.22       1.63       1.26        0.30       0.01 (c) 
Ratios (%) (to average net assets)
and Supplemental data:

 

       

Expenses before expense reductions (f)

     0.52       0.56       0.56        0.56       0.53 (c) 

Expenses after expense reductions (f)

     0.24       0.55       0.55        0.54       0.30 (c) 

Net investment income (loss)

     0.20       1.63       1.25        0.29       0.01 (c) 

Net assets at end of period (000 omitted)

     $155,937       $149,689       $160,304        $168,107       $179,458  
Service Class    Year ended  
     12/31/20     12/31/19     12/31/18      12/31/17     12/31/16  

Net asset value, beginning of period

     $1.00       $1.00       $1.00        $1.00       $1.00  
Income (loss) from investment operations                                          

Net investment income (loss) (d)

     $0.00 (w)      $0.02       $0.01        $0.00 (w)      $0.00 (c)(w) 

Net realized and unrealized gain (loss)

     0.00 (w)      0.00 (w)             0.00 (w)      0.00 (w) 

Total from investment operations

     $0.00 (w)      $0.02       $0.01        $0.00 (w)      $0.00 (w) 
Less distributions declared to shareholders                                          

From net investment income

     $(0.00 )(w)      $(0.02     $(0.01      $(0.00 )(w)      $(0.00 )(w) 

Net asset value, end of period

     $1.00       $1.00       $1.00        $1.00       $1.00  

Total return (%) (k)(r)

     0.22       1.63       1.26        0.29       0.01 (c) 
Ratios (%) (to average net assets)
and Supplemental data:

 

       

Expenses before expense reductions (f)

     0.77       0.81       0.81        0.81       0.79 (c) 

Expenses after expense reductions (f)

     0.25       0.55       0.55        0.55       0.30 (c) 

Net investment income (loss)

     0.21       1.64       1.24        0.27       0.01 (c) 

Net assets at end of period (000 omitted)

     $114,985       $114,543       $128,156        $146,428       $182,935  

 

(c)   Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

 

(d)   Per share data is based on average shares outstanding.

 

(f)   Ratios do not reflect reductions from fees paid indirectly, if applicable.

 

(k)   The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown.

 

(r)   Certain expenses have been reduced without which performance would have been lower.

 

(w)   Per share amount was less than $0.01.

See Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS

 

(1)   Business and Organization

MFS U.S. Government Money Market Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

 

(2)   Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the fund are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2020 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1      Level 2      Level 3      Total  
Short-Term Securities      $—        $271,373,302        $—        $271,373,302  

For further information regarding security characteristics, see the Portfolio of Investments.

Repurchase Agreements – The fund enters into repurchase agreements under the terms of Master Repurchase Agreements with approved counterparties. Each repurchase agreement is recorded at cost. The fund requires that the securities collateral in a repurchase transaction be transferred to a custodian. The fund monitors, on a daily basis, the value of the collateral to ensure that its value, including accrued interest, is greater than amounts owed to the fund under each such repurchase agreement. Upon an event of default under a Master Repurchase Agreement, the non-defaulting party may close out all transactions traded under such agreement and net amounts owed under each transaction to one net amount payable by one party to the other. Absent an event of default, the Master Repurchase Agreement does not result in an offset of reported amounts of assets and liabilities in the Statement

 

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Notes to Financial Statements – continued

 

of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund and other funds managed by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. At December 31, 2020, the fund had investments in repurchase agreements with a gross value of $26,617,000 included in investments in unaffiliated issuers in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

During the year ended December 31, 2020, there were no significant adjustments due to differences between book and tax accounting.

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Ordinary income (including any short-term capital gains)      $569,717        $4,512,318  

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 12/31/20   
Cost of investments      $271,373,302  
Undistributed ordinary income      315  

Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Initial Class      $326,608        $2,504,152  
Service Class      243,109        2,008,166  
Total      $569,717        $4,512,318  

 

(3)   Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period from January 1, 2020 through July 31, 2020, the management fee was computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $500 million      0.50%  
In excess of $500 million      0.45%  

 

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Notes to Financial Statements – continued

 

Effective August 1, 2020, the management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:

 

Up to $1 billion      0.40%  
In excess of $1 billion      0.35%  

MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2020, this management fee reduction amounted to $30,701, which is included in the reduction of total expenses in the Statement of Operations. Effective April 15, 2020, MFS also began to voluntarily waive receipt of the fund’s management fee in order to avoid a negative yield. For the period from April 15, 2020 through December 31, 2020, this voluntary waiver amounted to $730,366 and had the effect of reducing the management fee by 0.26% of average daily net assets on an annualized basis. The management fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.18% of the fund’s average daily net assets.

For the period from January 1, 2020 through July 31, 2020, the investment adviser had agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses did not exceed 0.57% of average daily net assets for each of the Initial Class and Service Class shares. This written agreement terminated on July 31, 2020. For the period from January 1, 2020 through July 31, 2020, the fund’s actual operating expenses did not exceed the limits described above and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement. Effective August 1, 2020, the investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.45% of average daily net assets for each of the Initial Class shares and Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the period from August 1, 2020 through December 31, 2020, the fund’s actual operating expenses did not exceed the limits described above and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.

The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries. MFD has agreed in writing to waive the entire 0.25% distribution and/or service fee. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2022. For the year ended December 31, 2020, this waiver amounted to $283,671, which is included in the reduction of total expenses in the Statement of Operations. The distribution and/or service fees incurred for the year ended December 31, 2020 were equivalent to an annual effective rate of 0.00% of the average daily net assets attributable to Service Class shares.

Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2020, the fee was $5,072, which equated to 0.0018% annually of the fund’s average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2020, these costs amounted to $470.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2020 was equivalent to an annual effective rate of 0.0171% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.

 

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Notes to Financial Statements – continued

 

(4)   Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The number of shares sold, reinvested and reacquired corresponds to the net proceeds from the sale of shares, reinvestment of distributions and cost of shares reacquired, respectively, since shares are sold and reacquired at $1.00 per share. Transactions in fund shares were as follows:

 

     Year ended
12/31/20
     Year ended
12/31/19
 
Shares sold      

Initial Class

     71,530,784        36,663,940  

Service Class

     64,994,305        32,307,851  
     136,525,089        68,971,791  
Shares issued to shareholders in reinvestment of distributions      

Initial Class

     326,608        2,504,152  

Service Class

     243,109        2,008,166  
     569,717        4,512,318  
Shares reacquired      

Initial Class

     (65,600,762      (49,779,510

Service Class

     (64,804,683      (47,931,681
     (130,405,445      (97,711,191
Net change      

Initial Class

     6,256,630        (10,611,418

Service Class

     432,731        (13,615,664
     6,689,361        (24,227,082

 

(5)   Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended December 31, 2020, the fund’s commitment fee and interest expense were $1,406 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

(6)   Impacts of COVID-19

The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund’s investments and the fund’s performance.

 

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MFS U.S. Government Money Market Portfolio

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS U.S. Government Money Market Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS U.S. Government Money Market Portfolio (the “Fund”), including the portfolio of investments, as of December 31, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 16, 2021

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

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TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND

 

The Trustees and Officers of the Trust, as of February 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held
with Fund

  Trustee/Officer
Since (h)
 

Number of
MFS Funds

overseen by the

Trustee

 

Principal Occupations
During the Past Five Years

 

Other Directorships
During the Past Five Years (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 57)
  Trustee   February 2004   134   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A

Michael W. Roberge (k)

(age 54)

  Trustee   January 2021   134   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 66)

  Trustee and Chair of Trustees   January 2009   134   Private investor   N/A

Steven E. Buller

(age 69)

  Trustee   February 2014   134   Private investor   N/A

John A. Caroselli

(age 66)

  Trustee   March 2017   134   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A

Maureen R. Goldfarb

(age 65)

  Trustee   January 2009   134   Private investor   N/A
Peter D. Jones
(age 65)
  Trustee   January 2019   134   Private investor   N/A
James W. Kilman, Jr.
(age 59)
  Trustee   January 2019   134   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)

Clarence Otis, Jr.

(age 64)

  Trustee   March 2017   134   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director

Maryanne L. Roepke

(age 64)

  Trustee   May 2014   134   Private investor   N/A
Laurie J. Thomsen
(age 63)
  Trustee   March 2005   134   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director

 

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Trustees and Officers – continued

 

Name, Age

 

Position(s)

Held

with Fund

  Trustee/Officer
Since (h)
 

Number of

MFS Funds

for which the

Person is an

Officer

 

Principal Occupations
During the Past Five Years

OFFICERS      
Christopher R. Bohane (k)
(age 47)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Kino Clark (k)

(age 52)

 

Assistant

Treasurer

  January 2012   134   Massachusetts Financial Services Company, Vice President
John W. Clark, Jr. (k)
(age 53)
  Assistant Treasurer   April 2017   134   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head –Treasurer’s Office (until February 2017)
Thomas H. Connors (k)
(age 61)
 

Assistant

Secretary and Assistant Clerk

  September 2012   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52)
  President   July 2005   134   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 53)

  Secretary and Clerk   April 2017   134   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47)
  Assistant Secretary and Assistant Clerk   June 2006   134   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41)
  Assistant Secretary and Assistant Clerk   September 2018   134   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50)
  Assistant Secretary and Assistant Clerk   July 2005   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50)
  Assistant Treasurer   September 2012   134   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46)
  Assistant Secretary and Assistant Clerk   October 2014   134   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53)
  Chief Compliance Officer   July 2015   134   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
James O. Yost (k)
(age 60)
  Treasurer   September 1990   134   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

 

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

 

(k)

“Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

 

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Trustees and Officers – continued

 

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.

 

 

Investment Adviser

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, MA 02199-7618

 

Custodian

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Distributor

MFS Fund Distributors, Inc.

111 Huntington Avenue

Boston, MA 02199-7618

 

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116

Portfolio Manager(s)

Ed O’Dette

 

 

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MFS U.S. Government Money Market Portfolio

 

BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

 

MFS U.S. Government Money Market Portfolio

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Initial Class shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Initial Class shares was in the 4th quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Initial Class shares was in the 4th quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. In addition, the Trustees noted the market conditions affecting all money market funds, in particular the low interest rate environment during portions of the three- and five-year periods, and MFS’ voluntary waiver

 

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MFS U.S. Government Money Market Portfolio

 

Board Review of Investment Advisory Agreement – continued

 

of all or a portion of its fees to ensure that the Fund avoided a negative yield during those periods. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median. The Trustees also noted that MFS has agreed to further reduce the expense limitation for the Fund effective August 1, 2020, which may not be changed without the Trustees’ approval.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.

The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $500 million. They also noted that MFS has agreed to reduce its advisory fee rate on the Fund’s average daily net assets up to $1 billion and to implement a contractual breakpoint that reduces its advisory fee rate on the Fund’s average daily net assets over $1 billion effective August 1, 2020. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

 

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MFS U.S. Government Money Market Portfolio

 

Board Review of Investment Advisory Agreement – continued

 

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.

 

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MFS U.S. Government Money Market Portfolio

 

PROXY VOTING POLICIES AND INFORMATION

 

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

PORTFOLIO HOLDINGS INFORMATION

The fund files monthly portfolio information with the SEC on Form N-MFP. The fund’s Form N-MFP reports are available on the SEC’s Web site at http://www.sec.gov. A shareholder can also access the fund’s portfolio holdings as of each month end and the fund’s Form N-MFP reports at mfs.com/vit2 after choosing “Click here for access to Money Market fund reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/vit2 by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

FEDERAL TAX INFORMATION (unaudited)

The following information is provided pursuant to provisions of the Internal Revenue Code.

The fund intends to pass through the maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).

 

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rev. 3/16

 

 
FACTS   WHAT DOES MFS DO WITH YOUR
PERSONAL INFORMATION?
  LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

•  Social Security number and account balances

•  Account transactions and transaction history

•  Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS share?   Can you limit this
sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share
For joint marketing with other financial companies   No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

   
Questions?   Call 800-225-2606 or go to mfs.com.

 

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Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal information?
 

We collect your personal information, for example, when you

 

•  open an account or provide account information

•  direct us to buy securities or direct us to sell your securities

•  make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

•  sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  affiliates from using your information to market to you

•  sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

•  MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

•  MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

23


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LOGO


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Item 1(b):

Not applicable.


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ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller, Kilman, and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).


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For the fiscal years ended December 31, 2020 and 2019, audit fees billed to the Fund by Deloitte were as follows:

 

     Audit Fees  
   2020      2019  

Fees billed by Deloitte:

     

MFS Blended Research Core Equity Portfolio

     46,547        45,742  

MFS Core Equity Portfolio

     48,743        47,901  

MFS Corporate Bond Portfolio

     68,027        66,863  

MFS Emerging Markets Equity Portfolio

     49,053        48,206  

MFS Global Governments Portfolio

     65,611        64,488  

MFS Global Growth Portfolio

     59,902        58,874  

MFS Global Research Portfolio

     47,491        46,670  

MFS Global Tactical Allocation Portfolio

     65,650        64,526  

MFS Government Securities Portfolio

     55,765        54,806  

MFS High Yield Portfolio

     72,417        71,180  

MFS International Growth Portfolio

     49,053        48,206  

MFS International Intrinsic Value Portfolio

     49,994        49,132  

MFS Massachusetts Investors Growth Stock Portfolio

     48,635        47,795  

MFS Research International Portfolio

     46,547        45,742  

MFS Income Portfolio

     72,135        70,902  

MFS Technology Portfolio

     46,655        45,848  

MFS U.S. Government Money Market Portfolio

     28,774        28,266  
  

 

 

    

 

 

 

Total

     920,999        905,147  

For the fiscal years ended December 31, 2020 and 2019, fees billed by Deloitte for audit-related, tax and other services provided to each Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1    Tax Fees2      All Other Fees3  
   2020     

2019

   2020      2019      2020      2019  

Fees billed by Deloitte:

                 

To MFS Blended Research Core Equity Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Core Equity Portfolio

     2,400      2,400      5,841        5,104        0        0  

To MFS Corporate Bond Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Emerging Markets Equity Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Global Governments Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Global Growth Portfolio

     2,400      2,400      5,841        5,104        0        0  

To MFS Global Research Portfolio

     2,400      2,400      5,841        5,104        0        0  

To MFS Global Tactical Allocation Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Government Securities Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS High Yield Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS International Growth Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS International Intrinsic Value Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Massachusetts Investors Growth Stock Portfolio

     2,400      2,400      5,841        5,104        0        0  

To MFS Research International Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Income Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS Technology Portfolio

     2,400      2,400      5,591        5,104        0        0  

To MFS U.S. Government Money Market Portfolio

     2,400      2,400      5,591        5,104        0        0  

Total fees billed by Deloitte To above Funds:

     40,800      40,800      96,047        86,768        0        0  


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     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
   2020      2019      2020      2019      2020      2019  

Fees billed by Deloitte:

                 

To MFS and MFS Related Entities of MFS Blended Research Core Equity Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Core Equity Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Corporate Bond Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Emerging Markets Equity Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Global Governments Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Global Growth Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Global Research Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Global Tactical Allocation Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Government Securities Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS High Yield Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS International Growth Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS International Intrinsic Value Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Massachusetts Investors Growth Stock Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Research International Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Income Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS Technology Portfolio*

     0        0        0        0        5,390        3,790  

To MFS and MFS Related Entities of MFS U.S. Government Money Market Portfolio *

     0        0        0        0        5,390        3,790  


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     Aggregate fees for non-audit
services:
 
   2020      2019  

Fees billed by Deloitte:

     

To MFS Blended Research Core Equity Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Core Equity Portfolio, MFS and MFS Related Entities#

     557,381        361,294  

To MFS Corporate Bond Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Emerging Markets Equity Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Global Governments Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Global Growth Portfolio MFS and MFS Related Entities#

     557,381        361,294  

To MFS Global Research Portfolio, MFS and MFS Related Entities#

     557,381        361,294  

To MFS Global Tactical Allocation Portfolio, MFS and MFS

Related Entities#

     557,131        361,294  

To MFS Government Securities Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS High Yield Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS International Growth Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS International Intrinsic Value Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Massachusetts Investors Growth Stock Portfolio, MFS and MFS Related Entities#

     557,381        361,294  

To MFS Research International Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Income Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS Technology Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

To MFS U.S. Government Money Market Portfolio, MFS and MFS Related Entities#

     557,131        361,294  

 

*  

This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

#

This amount reflects the aggregate fees billed by Deloitte for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.

1 

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under ‘‘Audit Fees,’’ including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 

The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.


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Item 4(e)(1):  

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.


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ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6.

SCHEDULE OF INVESTMENTS

A schedule of investments of each series of the Registrant is included as part of the report to shareholders of such series under Item 1(a) of this Form N-CSR.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.    

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.


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ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)    (1)

Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

 

  (2)

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

 

  (3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

  (4)

Change in the registrant’s independent public accountant. Not applicable.

 

(b)

If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT.


Table of Contents

Notice

A copy of the Amended and Restated Declaration of Trust, as amended, of the Registrant is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) MFS VARIABLE INSURANCE TRUST II

 

By (Signature and Title)*   

/S/ DAVID L. DILORENZO

  David L. DiLorenzo, President

Date: February 16, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President
  (Principal Executive Officer)

Date: February 16, 2021

 

By (Signature and Title)*    /S/ JAMES O. YOST
  James O. Yost, Treasurer
  (Principal Financial Officer and Accounting Officer)

Date: February 16, 2021

 

*

Print name and title of each signing officer under his or her signature.

EX-99.CODE ETH 2 d110756dex99codeeth.htm CODE OF ETHICS CODE OF ETHICS

EX-99.COE

 

LOGO

Code of Ethics for Principal Executive and Principal Financial Officers

Effective February 13, 2018

 

I.

Policy Purpose and Summary

Section 406 of the Sarbanes-Oxley Act requires that each MFS Fund registered under the Investment Company Act of 1940 disclose whether or not it has adopted a code of ethics for senior financial officers, applicable to its principal financial officer and principal accounting officer.

 

II.

Overview

 

  A.

Covered Officers/Purpose of the Code

This code of ethics (this “Code”) has been adopted by the funds (collectively, “Funds” and each, “Fund”) under supervision of the MFS Funds Board (the “Board”) and applies to the Funds’ Principal Executive Officer and Principal Financial Officer (the “Covered Officers” each of whom is set forth in Exhibit A) for the purpose of promoting:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents that the Funds file with, or submit to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Funds;

 

   

compliance by the Funds with applicable laws and governmental rules and regulations;

 

   

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

accountability for adherence to the Code.

 

  B.

Conduct Guidelines

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. In addition, each Covered Officer should not place his or her personal interests ahead of the Funds’ interests and should endeavor to act honestly and ethically. In furtherance of the foregoing, each Covered Officer must:

 

   

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting for any Fund whereby the Covered Officer would benefit personally to the detriment of the Fund; and


  •   

not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund.

The following activities, which could create the appearance of a conflict of interest, are permitted only with the approval of the Funds’ Chief Legal Officer (“CLO”):

 

   

service as a director on the board of any “for profit” company other than the board of the Funds’ investment adviser or its subsidiaries or board of a pooled investment vehicle sponsored by the Funds’ investment adviser or its subsidiaries;

 

   

running for political office;

 

   

the receipt of any Fund business-related gift or any entertainment from any company with which a Fund has current or prospective business dealings unless such gift or entertainment is permitted by the gifts and entertainment policy of the Funds’ investment adviser;

 

   

any material ownership interest in, or any consulting or employment relationship with, any Fund service providers (e.g., custodian banks, audit firms), other than the Funds’ investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer’s employment or securities ownership.

 

  C.

Disclosure and Compliance

 

   

Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Funds;

 

   

each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s trustees and auditors, and to governmental regulators and self-regulatory organizations;

 

   

each Covered Officer should, to the extent appropriate within his or her area of Fund responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and


   

it is the responsibility of each Covered Officer to promote compliance within his or her area of Fund responsibility with the standards and restrictions imposed by applicable laws, rules and regulations.

 

  D.

Reporting and Accountability

Each Covered Officer must:

 

   

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code;

 

   

annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

 

   

annually report to the CLO affiliations and relationships which are or may raise the appearance of a conflict of interest with the Covered Officer’s duties to the Funds, as identified in the annual Trustee and Officer Questionnaire;

 

   

not retaliate against any other Covered Officer or any officer or employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

 

   

notify the CLO promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The CLO is responsible for applying this Code to specific situations in which questions are presented under it, granting waivers upon consultation with the Board or its designee, investigating violations, and has the authority to interpret this Code in any particular situation. The CLO will report requests for waivers to the Board (or a designee thereof) promptly upon receipt of a waiver request and will periodically report to the Board any approvals granted since the last report.

The CLO will take all appropriate action to investigate any potential violations reported to him or her and to report any violations to the Board. If the Board concurs that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer.

Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.


  E.

Confidentiality

All reports and records prepared or maintained pursuant to this Code and under the direction of the CLO will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Funds’ Board, its counsel, counsel to the Board’s independent trustees and senior management and the board of directors of the Fund’s investment adviser and its counsel.

 

  F.

Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

 

III.

Supervision

The Board of Trustees of the Funds, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Funds, shall review no less frequently than annually, a report from the CLO regarding the affirmations of the principal executive officer and the principal financial officer as to compliance with this Code.

 

IV.

Interpretation and Escalation

Breaches of the Code are reviewed by the CLO and communicated to the Board of Trustees of the affected Fund(s). Interpretations of this Policy shall be made from time to time by the CLO, as needed, and questions regarding the application of this Policy to a specific set of facts are escalated to the CLO.

 

V.

Authority

Section 406 of the Sarbanes-Oxley Act.

 

VI.

Monitoring

Adherence to this policy is monitored by the CLO.

 

VII.

Related Policies

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s codes of ethics under Rule 17j-1 under the Investment Company Act and any other codes or policies or procedures adopted by the Funds or their investment adviser or other service providers are separate requirements and are not part of this Code.


VIII.

Amendment

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees.

 

IX.

Recordkeeping

All required books, records and other documentation shall be retained in accordance with MFS’ related record retention policy.

Additional procedures may need to be implemented by departments to properly comply with this policy.


Exhibit A

As of January 1, 2017

Persons Covered by this Code of Ethics

Funds’ Principal Executive Officer: David L. DiLorenzo

Funds’ Principal Financial Officer: James O. Yost

EX-99.CERT 3 d110756dex99cert.htm SECTION 302 CERTIFICATIONS SECTION 302 CERTIFICATIONS

EX-99.302CERT

MFS VARIABLE INSURANCE TRUST II

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, James O. Yost, certify that:

 

1.

I have reviewed this report on Form N-CSR of MFS Variable Insurance Trust II;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 16, 2021     /S/ JAMES O. YOST
    James O. Yost
   

Treasurer (Principal Financial Officer and

Accounting Officer)


EX-99.302CERT

MFS VARIABLE INSURANCE TRUST II

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, David L. DiLorenzo, certify that:

 

1.

I have reviewed this report on Form N-CSR of MFS Variable Insurance Trust II;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 16, 2021    

/S/ DAVID L. DILORENZO

    David L. DiLorenzo
    President (Principal Executive Officer)
EX-99.906CERT 4 d110756dex99906cert.htm SECTION 906 CERTIFICATIONS SECTION 906 CERTIFICATIONS

EX-99.906CERT

MFS VARIABLE INSURANCE TRUST II

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, James O. Yost, certify that, to my knowledge:

 

1.

The Form N-CSR (the “Report”) of MFS Variable Insurance Trust II (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: February 16, 2021     /S/ JAMES O. YOST
    James O. Yost
    Treasurer (Principal Financial Officer
and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.


EX-99.906CERT

MFS VARIABLE INSURANCE TRUST II

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, David L. DiLorenzo, certify that, to my knowledge:

 

1.

The Form N-CSR (the “Report”) of MFS Variable Insurance Trust II (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: February 16, 2021     /S/ DAVID L. DILORENZO
    David L. DiLorenzo
    President (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

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