MFS® INVESTMENT MANAGEMENT
111 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199-7618
(617) 954-5000
May 1, 2013
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | Registration Statement on Form N-14 by MFS® Variable Insurance Trust II |
Ladies and Gentlemen:
Enclosed for filing pursuant to (1) the Securities Act of 1933, as amended, (ii) General Instruction B to Form N-14 and (iii) Item 101 of Regulation S-T, is a Registration Statement on Form N-14 (the “Registration Statement”) including the proxy statement/prospectus, statement of additional information, other information and exhibits. No filing fee is required pursuant to General Instruction B of Form N-14.
The purpose of the Registration Statement is to effect a reorganization of MFS High Income Series, a series of MFS Variable Insurance Trust (the “Acquired Fund”), with the MFS High Yield Portfolio, a series of MFS Variable Insurance Trust II (the “Acquiring Fund”), pursuant to which the Acquiring Fund will acquire all of the assets and liabilities of the Acquired Fund (the “Reorganization”).
The Registration Statement includes a shareholder letter, notice of meeting, combined Joint Prospectus/Proxy Statement, and forms of voting instructions card and proxy card which are proposed to be used by the Acquired Fund in connection with the Acquired Fund’s’ Special Meeting of Shareholders expected to be held on August 8, 2013. It is intended that definitive proxy materials be mailed to shareholders of the Acquired Funds in mid-June, 2013.
If you have any questions or comments concerning the foregoing or the enclosed, please call the undersigned at (617)954-4340.
Very truly yours, |
/s/ SUSAN A. PEREIRA |
Susan A. Pereira |
Vice President & Senior Counsel |
SAP
Enclosures