MFS® INVESTMENT MANAGEMENT
111 Huntington Avenue, BOSTON, MASSACHUSETTS 02199-7618
(617) 954-5000
December 9, 2014
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 Core Equity Series (“Core Equity Series”), a series of MFS Variable Insurance Trust, with MFS Core Equity Portfolio (“Core Equity Portfolio”), a series of MFS Variable Insurance Trust II, pursuant to which Core Equity Portfolio will acquire all of the assets and liabilities of the Core Equity Series (the “Reorganization”). The Registration Statement includes a shareholder letter, notice of meeting, combined Prospectus/Proxy Statement, and forms of voting instructions card and proxy card which are proposed to be used by the Core Equity Series in connection with the Core Equity Series’ Special Meeting of Shareholders expected to be held on March 19, 2015. It is intended that definitive proxy materials be mailed to shareholders of the Core Equity Series in January, 2015.
If you have any questions or comments concerning the foregoing or the enclosed, please call the undersigned at (617) 954-5843 or James Goundrey at (617) 954-7284.
Very truly yours, |
/S/ BRIAN E. LANGENFELD |
Brian E. Langenfeld |
Vice President & Senior Counsel |
BEL
Enclosures