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)
Kristin V. Collins
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, 2015*
* | Effective April 30, 2015, MFS Bond Portfolio, a series of the Registrant, was redesignated as MFS Corporate Bond Portfolio. |
ITEM 1. | REPORTS TO STOCKHOLDERS. |
ANNUAL REPORT
December 31, 2015
MFS® BLENDED RESEARCH® CORE EQUITY PORTFOLIO
MFS® Variable Insurance Trust II
CGS-ANN
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
MFS Blended Research Core Equity Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Blended Research Core Equity Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
JPMorgan Chase & Co. | | | 2.8% | |
Amazon.com, Inc. | | | 2.7% | |
Apple, Inc. | | | 2.6% | |
Alphabet, Inc., “A” | | | 2.3% | |
Cisco Systems, Inc. | | | 2.0% | |
Merck & Co., Inc. | | | 2.0% | |
Bristol-Myers Squibb Co. | | | 2.0% | |
Wells Fargo & Co. | | | 1.9% | |
Celgene Corp. | | | 1.9% | |
Philip Morris International, Inc. | | | 1.8% | |
| | | | |
Equity sectors | | | | |
Financial Services | | | 15.9% | |
Health Care | | | 15.5% | |
Technology | | | 15.4% | |
Retailing | | | 9.8% | |
Consumer Staples | | | 8.2% | |
Leisure | | | 6.3% | |
Energy | | | 6.0% | |
Utilities & Communications | | | 5.8% | |
Industrial Goods & Services | | | 5.7% | |
Special Products & Services | | | 3.2% | |
Autos & Housing | | | 2.8% | |
Transportation | | | 2.4% | |
Basic Materials | | | 2.3% | |
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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Blended Research Core Equity Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Blended Research Core Equity Portfolio (“fund”) provided a total return of 1.13%, while Service Class shares of the fund provided a total return of 0.87%. These compare with a return of 1.38% over the same period for the fund’s benchmark, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”).
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Stock selection in the health care sector was a primary factor that detracted from performance relative to the S&P 500 Index. The fund’s holdings of non-urban hospital operator Community Health Systems (b) dampened relative results. Shares of Community Health Systems weighed on relative performance following a disappointing pre-announcement on third-quarter-results. The miss was driven by poor volumes, weaker than expected payor mix, and higher expenses driven by higher drug costs and an increase in employed physicians.
Stocks in other sectors that dampened relative performance included the fund’s overweight positions in railroad and freight transportation services provider Union Pacific, mining equipment manufacturer Joy Global (h), computer and personal electronics maker Hewlett-Packard Company (h), energy exploration and production company EOG Resources, integrated electric power company AES, discount department store Kohl’s, banking and payment services company Discover Financial Services and oilseeds, corn, and wheat processor Archer-Daniels-Midland. Declining US exports of corn, soy and wheat - due in part to the strong US dollar - pressured Archer-Daniels-Midland’s performance. Market expectations of Argentinian currency devaluation and increased competition also appeared to negatively impact the company’s shares. Owning shares of online professional network LinkedIn (b)(h) also held back relative results.
Contributors to Performance
Stock selection in the technology sector contributed to performance relative to the S&P 500 Index. The fund’s overweight positions in analog semiconductor manufacturer Avago Technologies, broadband communications and networking services provider Broadcom and internet search giant Alphabet (formerly Google) benefited relative results as all three stocks outperformed the benchmark during the reporting period. Strength in mobile search and video ads on YouTube were notable contributors to the Alphabet’s above-consensus results. Management also announced that it had authorized a stock buyback program which further supported the stock.
Stock selection in the leisure sector and energy sectors were also areas of relative strength. Within the leisure sector, overweight positions in video game maker Electronic Arts and global cruise vacation company Royal Caribbean Cruises bolstered relative returns. Within the energy sector, an overweight position in independent petroleum products company Marathon Petroleum aided relative performance.
Elsewhere, the fund’s overweight positions in automotive replacement parts distributor AutoZone and hospital and medical insurance plan provider Anthem benefited relative performance. Not owning shares of natural gas pipelines operator Kinder Morgan and retail giant Wal-Mart also boosted relative results. Shares of Kinder Morgan depreciated significantly after challenging business trends forced the company to cut its annual dividend by 75% during the period to preserve cash.
3
MFS Blended Research Core Equity Portfolio
Management Review – continued
Respectfully,
| | | | | | |
James Fallon | | Matthew Krummell | | Jonathan Sage | | John Stocks |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
Note to Shareholders: Effective September 15, 2015, James Fallon, Jonathan Sage, and John Stocks became Portfolio Managers of the Fund.
The views expressed in this report are those of the portfolio managers 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.
4
MFS Blended Research Core Equity Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/14/86 | | 1.13% | | 12.81% | | 7.60% | | |
| | Service Class | | 8/24/01 | | 0.87% | | 12.53% | | 7.34% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | Standard & Poor’s 500 Stock Index (f) | | 1.38% | | 12.57% | | 7.31% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
Standard & Poor’s 500 Stock Index – 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.
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.
Prior to June 22, 2007, the fund’s investments were primarily selected based on fundamental analysis. Beginning June 22, 2007, the fund’s investments are selected based on fundamental and quantitative analysis.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
5
MFS Blended Research Core Equity Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.45% | | | | $1,000.00 | | | | $983.68 | | | | $2.25 | |
| Hypothetical (h) | | | 0.45% | | | | $1,000.00 | | | | $1,022.94 | | | | $2.29 | |
Service Class | | Actual | | | 0.70% | | | | $1,000.00 | | | | $982.46 | | | | $3.50 | |
| Hypothetical (h) | | | 0.70% | | | | $1,000.00 | | | | $1,021.68 | | | | $3.57 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Blended Research Core Equity Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 99.3% | | | | | | | | |
Aerospace – 3.9% | | | | | | | | |
Northrop Grumman Corp. | | | 33,465 | | | $ | 6,318,525 | |
Textron, Inc. | | | 119,406 | | | | 5,016,246 | |
United Technologies Corp. | | | 71,500 | | | | 6,869,005 | |
| | | | | | | | |
| | | $ | 18,203,776 | |
| | | | | | | | |
Airlines – 1.3% | | | | | | | | |
Delta Air Lines, Inc. | | | 33,752 | | | $ | 1,710,889 | |
United Continental Holdings, Inc. (a) | | | 74,642 | | | | 4,276,987 | |
| | | | | | | | |
| | | $ | 5,987,876 | |
| | | | | | | | |
Apparel Manufacturers – 0.3% | | | | | | | | |
NIKE, Inc., “B” | | | 21,747 | | | $ | 1,359,188 | |
| | | | | | | | |
Automotive – 1.9% | | | | | | | | |
Goodyear Tire & Rubber Co. | | | 164,196 | | | $ | 5,364,283 | |
Johnson Controls, Inc. | | | 81,057 | | | | 3,200,941 | |
| | | | | | | | |
| | | $ | 8,565,224 | |
| | | | | | | | |
Biotechnology – 3.7% | | | | | | | | |
Celgene Corp. (a) | | | 73,415 | | | $ | 8,792,180 | |
Gilead Sciences, Inc. | | | 82,386 | | | | 8,336,639 | |
| | | | | | | | |
| | | $ | 17,128,819 | |
| | | | | | | | |
Business Services – 3.0% | | | | | | | | |
Accenture PLC, “A” | | | 28,493 | | | $ | 2,977,519 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 80,549 | | | | 4,834,551 | |
FleetCor Technologies, Inc. (a) | | | 41,715 | | | | 5,962,325 | |
| | | | | | | | |
| | | $ | 13,774,395 | |
| | | | | | | | |
Cable TV – 2.3% | | | | | | | | |
Charter Communications, Inc., “A” (a)(l) | | | 23,580 | | | $ | 4,317,498 | |
Comcast Corp., “A” | | | 110,722 | | | | 6,248,042 | |
| | | | | | | | |
| | | $ | 10,565,540 | |
| | | | | | | | |
Chemicals – 2.3% | | | | | | | | |
LyondellBasell Industries N.V., “A” | | | 76,037 | | | $ | 6,607,615 | |
Monsanto Co. | | | 39,375 | | | | 3,879,225 | |
| | | | | | | | |
| | | $ | 10,486,840 | |
| | | | | | | | |
Computer Software – 2.6% | | | | | | | | |
Intuit, Inc. | | | 64,295 | | | $ | 6,204,468 | |
Microsoft Corp. | | | 102,702 | | | | 5,697,907 | |
| | | | | | | | |
| | | $ | 11,902,375 | |
| | | | | | | | |
Computer Software – Systems – 4.5% | | | | | |
Apple, Inc. | | | 112,619 | | | $ | 11,854,276 | |
EMC Corp. | | | 201,203 | | | | 5,166,893 | |
EPAM Systems, Inc. (a) | | | 21,694 | | | | 1,705,582 | |
Ingram Micro, Inc., “A” | | | 75,315 | | | | 2,288,070 | |
| | | | | | | | |
| | | $ | 21,014,821 | |
| | | | | | | | |
Construction – 0.9% | | | | | | | | |
Sherwin-Williams Co. | | | 16,574 | | | $ | 4,302,610 | |
| | | | | | | | |
Consumer Products – 1.3% | |
Procter & Gamble Co. | | | 78,287 | | | $ | 6,216,771 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Consumer Services – 0.2% | | | | | | | | |
Priceline Group, Inc. (a) | | | 887 | | | $ | 1,130,881 | |
| | | | | | | | |
Electrical Equipment – 0.8% | | | | | | | | |
General Electric Co. | | | 122,783 | | | $ | 3,824,690 | |
| | | | | | | | |
Electronics – 2.0% | | | | | | | | |
Avago Technologies Ltd. | | | 18,955 | | | $ | 2,751,318 | |
Broadcom Corp., “A” | | | 89,874 | | | | 5,196,515 | |
Intel Corp. | | | 36,425 | | | | 1,254,841 | |
| | | | | | | | |
| | | $ | 9,202,674 | |
| | | | | | | | |
Energy – Independent – 3.3% | | | | | | | | |
EOG Resources, Inc. | | | 73,440 | | | $ | 5,198,818 | |
Marathon Petroleum Corp. | | | 126,132 | | | | 6,538,683 | |
Noble Energy, Inc. | | | 29,229 | | | | 962,511 | |
Valero Energy Corp. | | | 35,628 | | | | 2,519,256 | |
| | | | | | | | |
| | | $ | 15,219,268 | |
| | | | | | | | |
Energy – Integrated – 1.6% | | | | | | | | |
Chevron Corp. | | | 37,771 | | | $ | 3,397,879 | |
Exxon Mobil Corp. | | | 49,803 | | | | 3,882,144 | |
| | | | | | | | |
| | | $ | 7,280,023 | |
| | | | | | | | |
Food & Beverages – 4.6% | | | | | | | | |
Archer Daniels Midland Co. | | | 94,291 | | | $ | 3,458,594 | |
Coca-Cola Co. | | | 99,255 | | | | 4,263,995 | |
General Mills, Inc. | | | 87,650 | | | | 5,053,899 | |
Mondelez International, Inc. | | | 93,982 | | | | 4,214,153 | |
Tyson Foods, Inc., “A” | | | 80,305 | | | | 4,282,666 | |
| | | | | | | | |
| | | $ | 21,273,307 | |
| | | | | | | | |
Food & Drug Stores – 1.8% | | | | | | | | |
CVS Health Corp. | | | 85,470 | | | $ | 8,356,402 | |
| | | | | | | | |
Gaming & Lodging – 1.4% | | | | | | | | |
Royal Caribbean Cruises Ltd. | | | 64,140 | | | $ | 6,491,609 | |
| | | | | | | | |
General Merchandise – 1.5% | | | | | | | | |
Kohl’s Corp. | | | 98,502 | | | $ | 4,691,650 | |
Target Corp. | | | 31,216 | | | | 2,266,594 | |
| | | | | | | | |
| | | $ | 6,958,244 | |
| | | | | | | | |
Health Maintenance Organizations – 1.2% | |
Anthem, Inc. | | | 13,173 | | | $ | 1,836,843 | |
Centene Corp. (a) | | | 26,931 | | | | 1,772,329 | |
Molina Healthcare, Inc. (a) | | | 28,989 | | | | 1,743,109 | |
| | | | | | | | |
| | | $ | 5,352,281 | |
| | | | | | | | |
Insurance – 4.1% | | | | | | | | |
Berkshire Hathaway, Inc., “B” (a) | | | 10,733 | | | $ | 1,417,185 | |
MetLife, Inc. | | | 126,060 | | | | 6,077,353 | |
Prudential Financial, Inc. | | | 82,363 | | | | 6,705,172 | |
Validus Holdings Ltd. | | | 99,504 | | | | 4,606,040 | |
| | | | | | | | |
| | | $ | 18,805,750 | |
| | | | | | | | |
7
MFS Blended Research Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Internet – 4.3% | | | | | | | | |
Alphabet, Inc., “A” (a) | | | 13,739 | | | $ | 10,689,079 | |
Alphabet, Inc., “C” (a) | | | 5,253 | | | | 3,986,397 | |
Facebook, Inc., “A “ (a) | | | 48,380 | | | | 5,063,451 | |
| | | | | | | | |
| | | $ | 19,738,927 | |
| | | | | | | | |
Leisure & Toys – 1.5% | | | | | | | | |
Electronic Arts, Inc. (a) | | | 102,818 | | | $ | 7,065,653 | |
| | | | | | | | |
Machinery & Tools – 1.0% | | | | | | | | |
Illinois Tool Works, Inc. | | | 26,156 | | | $ | 2,424,138 | |
Roper Technologies, Inc. | | | 11,369 | | | | 2,157,723 | |
| | | | | | | | |
| | | $ | 4,581,861 | |
| | | | | | | | |
Major Banks – 6.2% | | | | | | | | |
Goldman Sachs Group, Inc. | | | 38,452 | | | $ | 6,930,204 | |
JPMorgan Chase & Co. | | | 196,757 | | | | 12,991,865 | |
Wells Fargo & Co. | | | 164,725 | | | | 8,954,451 | |
| | | | | | | | |
| | | $ | 28,876,520 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.6% | |
Community Health Systems, Inc. (a) | | | 103,575 | | | $ | 2,747,845 | |
| | | | | | | | |
Medical Equipment – 3.1% | | | | | | | | |
Abbott Laboratories | | | 132,612 | | | $ | 5,955,605 | |
Medtronic PLC | | | 107,112 | | | | 8,239,055 | |
| | | | | | | | |
| | | $ | 14,194,660 | |
| | | | | | | | |
Network & Telecom – 2.0% | | | | | | | | |
Cisco Systems, Inc. | | | 348,353 | | | $ | 9,459,526 | |
| | | | | | | | |
Oil Services – 1.1% | | | | | | | | |
Schlumberger Ltd. | | | 74,885 | | | $ | 5,223,229 | |
| | | | | | | | |
Other Banks & Diversified Financials – 4.1% | |
American Express Co. | | | 62,306 | | | $ | 4,333,382 | |
Citigroup, Inc. | | | 162,490 | | | | 8,408,858 | |
Discover Financial Services | | | 114,189 | | | | 6,122,814 | |
| | | | | | | | |
| | | $ | 18,865,054 | |
| | | | | | | | |
Pharmaceuticals – 7.0% | | | | | | | | |
Bristol-Myers Squibb Co. | | | 134,196 | | | $ | 9,231,343 | |
Johnson & Johnson | | | 71,340 | | | | 7,328,045 | |
Merck & Co., Inc. | | | 174,954 | | | | 9,241,070 | |
Pfizer, Inc. | | | 205,298 | | | | 6,627,019 | |
| | | | | | | | |
| | | $ | 32,427,477 | |
| | | | | | | | |
Railroad & Shipping – 1.1% | | | | | | | | |
Union Pacific Corp. | | | 66,715 | | | $ | 5,217,113 | |
| | | | | | | | |
Real Estate – 1.5% | | | | | | | | |
AvalonBay Communities, Inc., REIT | | | 10,811 | | | $ | 1,990,629 | |
Public Storage, Inc., REIT | | | 20,457 | | | | 5,067,199 | |
| | | | | | | | |
| | | $ | 7,057,828 | |
| | | | | | | | |
Restaurants – 1.1% | | | | | | | | |
Brinker International, Inc. | | | 50,202 | | | $ | 2,407,186 | |
YUM! Brands, Inc. | | | 38,843 | | | | 2,837,481 | |
| | | | | | | | |
| | | $ | 5,244,667 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Specialty Stores – 6.2% | | | | | | | | |
Amazon.com, Inc. (a) | | | 18,263 | | | $ | 12,343,779 | |
American Eagle Outfitters, Inc. | | | 348,046 | | | | 5,394,713 | |
AutoZone, Inc. (a) | | | 9,865 | | | | 7,318,942 | |
Best Buy Co., Inc. | | | 119,420 | | | | 3,636,339 | |
| | | | | | | | |
| | | $ | 28,693,773 | |
| | | | | | | | |
Telecommunications – Wireless – 0.6% | |
American Tower Corp., REIT | | | 26,891 | | | $ | 2,607,082 | |
| | | | | | | | |
Telephone Services – 1.8% | | | | | |
AT&T, Inc. | | | 23,045 | | | $ | 792,978 | |
Verizon Communications, Inc. | | | 161,585 | | | | 7,468,459 | |
| | | | | | | | |
| | | $ | 8,261,437 | |
| | | | | | | | |
Tobacco – 2.2% | | | | | | | | |
Altria Group, Inc. | | | 31,113 | | | $ | 1,811,088 | |
Philip Morris International, Inc. | | | 95,878 | | | | 8,428,635 | |
| | | | | | | | |
| | | $ | 10,239,723 | |
| | | | | | | | |
Utilities – Electric Power – 3.4% | | | | | | | | |
AES Corp. | | | 314,121 | | | $ | 3,006,138 | |
American Electric Power Co., Inc. | | | 93,586 | | | | 5,453,256 | |
Edison International | | | 35,753 | | | | 2,116,935 | |
Exelon Corp. | | | 187,614 | | | | 5,210,041 | |
| | | | | | | | |
| | | $ | 15,786,370 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $398,927,543) | | | $ | 459,692,109 | |
| | | | | | | | |
| |
MONEY MARKET FUNDS – 0.2% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 1,216,382 | | | $ | 1,216,382 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.7% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | 3,139,036 | | | $ | 3,139,036 | |
| | | | | | | | |
Total Investments (Identified Cost, $403,282,543) | | | | | | $ | 464,047,527 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.2)% | | | | (899,063 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 463,148,464 | |
| | | | | | | | |
(a) | Non-income producing security. |
(j) | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | A portion of this security is on loan. |
(v) | Underlying affiliated fund 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:
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
8
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $402,066,161) | | | $462,831,145 | | | | | |
Underlying affiliated funds, at cost and value | | | 1,216,382 | | | | | |
Total investments, at value, including $3,799,325 of securities on loan (identified cost, $403,282,543) | | | $464,047,527 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 2,510,358 | | | | | |
Fund shares sold | | | 306,727 | | | | | |
Interest and dividends | | | 513,400 | | | | | |
Other assets | | | 3,720 | | | | | |
Total assets | | | | | | | $467,381,732 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $1,008,825 | | | | | |
Collateral for securities loaned, at value (c) | | | 3,139,036 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 10,492 | | | | | |
Shareholder servicing costs | | | 54 | | | | | |
Distribution and/or service fees | | | 1,989 | | | | | |
Payable for independent Trustees’ compensation | | | 22 | | | | | |
Accrued expenses and other liabilities | | | 72,850 | | | | | |
Total liabilities | | | | | | | $4,233,268 | |
Net assets | | | | | | | $463,148,464 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $347,046,836 | | | | | |
Unrealized appreciation (depreciation) on investments | | | 60,764,984 | | | | | |
Accumulated net realized gain (loss) on investments | | | 48,798,385 | | | | | |
Undistributed net investment income | | | 6,538,259 | | | | | |
Net assets | | | | | | | $463,148,464 | |
Shares of beneficial interest outstanding | | | | | | | 9,555,688 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $319,721,064 | | | | 6,583,882 | | | | $48.56 | |
Service Class | | | 143,427,400 | | | | 2,971,806 | | | | 48.26 | |
(c) | Non-cash collateral is not included. |
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Net investment income | | | | | |
Income | | | | | | | | |
Dividends | | | $8,752,568 | | | | | |
Interest | | | 13,147 | | | | | |
Dividends from underlying affiliated funds | | | 3,923 | | | | | |
Total investment income | | | | | | | $8,769,638 | |
Expenses | | | | | | | | |
Management fee | | | $2,547,149 | | | | | |
Distribution and/or service fees | | | 296,014 | | | | | |
Shareholder servicing costs | | | 10,132 | | | | | |
Administrative services fee | | | 82,010 | | | | | |
Independent Trustees’ compensation | | | 9,944 | | | | | |
Custodian fee | | | 48,772 | | | | | |
Shareholder communications | | | 30,533 | | | | | |
Audit and tax fees | | | 49,801 | | | | | |
Legal fees | | | 3,945 | | | | | |
Miscellaneous | | | 16,426 | | | | | |
Total expenses | | | | | | | $3,094,726 | |
Fees paid indirectly | | | (5 | ) | | | | |
Reduction of expenses by investment adviser | | | (726,887 | ) | | | | |
Net expenses | | | | | | | $2,367,834 | |
Net investment income | | | | | | | $6,401,804 | |
Realized and unrealized gain (loss) on investments | | | | | | | | |
Realized gain (loss) on investments (identified cost basis) | | | | | | | $48,893,831 | |
Change in unrealized appreciation (depreciation) on investments | | | | | | | $(50,149,576 | ) |
Net realized and unrealized gain (loss) on investments | | | | | | | $(1,255,745 | ) |
Change in net assets from operations | | | | | | | $5,146,059 | |
See Notes to Financial Statements
10
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $6,401,804 | | | | $7,104,348 | |
Net realized gain (loss) on investments | | | 48,893,831 | | | | 69,372,475 | |
Net unrealized gain (loss) on investments | | | (50,149,576 | ) | | | (19,698,576 | ) |
Change in net assets from operations | | | $5,146,059 | | | | $56,778,247 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(6,967,865 | ) | | | $(7,682,407 | ) |
From net realized gain on investments | | | (35,420,962 | ) | | | — | |
Total distributions declared to shareholders | | | $(42,388,827 | ) | | | $(7,682,407 | ) |
Change in net assets from fund share transactions | | | $22,589,488 | | | | $(73,074,943 | ) |
Total change in net assets | | | $(14,653,280 | ) | | | $(23,979,103 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 477,801,744 | | | | 501,780,847 | |
At end of period (including undistributed net investment income of $6,538,259 and $7,104,320, respectively) | | | $463,148,464 | | | | $477,801,744 | |
See Notes to Financial Statements
11
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $53.50 | | | | $48.31 | | | | $36.15 | | | | $31.86 | | | | $31.89 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.76 | | | | $0.77 | | | | $0.71 | | | | $0.72 | | | | $0.49 | |
Net realized and unrealized gain (loss) on investments | | | (0.62 | ) | | | 5.28 | | | | 12.32 | | | | 4.17 | | | | 0.10 | |
Total from investment operations | | | $0.14 | | | | $6.05 | | | | $13.03 | | | | $4.89 | | | | $0.59 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.87 | ) | | | $(0.86 | ) | | | $(0.87 | ) | | | $(0.60 | ) | | | $(0.62 | ) |
From net realized gain on investments | | | (4.21 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(5.08 | ) | | | $(0.86 | ) | | | $(0.87 | ) | | | $(0.60 | ) | | | $(0.62 | ) |
Net asset value, end of period (x) | | | $48.56 | | | | $53.50 | | | | $48.31 | | | | $36.15 | | | | $31.86 | |
Total return (%) (k)(r)(s)(x) | | | 1.13 | | | | 12.57 | | | | 36.40 | | | | 15.37 | | | | 1.97 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.60 | | | | 0.60 | | | | 0.60 | | | | 0.61 | | | | 0.64 | |
Expenses after expense reductions (f) | | | 0.45 | | | | 0.45 | | | | 0.50 | | | | 0.60 | | | | 0.60 | |
Net investment income | | | 1.45 | | | | 1.53 | | | | 1.68 | | | | 2.06 | | | | 1.52 | |
Portfolio turnover | | | 51 | | | | 41 | | | | 43 | | | | 54 | | | | 77 | |
Net assets at end of period (000 omitted) | | | $319,721 | | | | $361,501 | | | | $367,674 | | | | $311,265 | | | | $315,115 | |
See Notes to Financial Statements
12
MFS Blended Research Core Equity Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $53.18 | | | | $48.02 | | | | $35.93 | | | | $31.65 | | | | $31.66 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.62 | | | | $0.64 | | | | $0.60 | | | | $0.62 | | | | $0.41 | |
Net realized and unrealized gain (loss) on investments | | | (0.61 | ) | | | 5.23 | | | | 12.24 | | | | 4.15 | | | | 0.11 | |
Total from investment operations | | | $0.01 | | | | $5.87 | | | | $12.84 | | | | $4.77 | | | | $0.52 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.72 | ) | | | $(0.71 | ) | | | $(0.75 | ) | | | $(0.49 | ) | | | $(0.53 | ) |
From net realized gain on investments | | | (4.21 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(4.93 | ) | | | $(0.71 | ) | | | $(0.75 | ) | | | $(0.49 | ) | | | $(0.53 | ) |
Net asset value, end of period (x) | | | $48.26 | | | | $53.18 | | | | $48.02 | | | | $35.93 | | | | $31.65 | |
Total return (%) (k)(r)(s)(x) | | | 0.87 | | | | 12.28 | | | | 36.05 | | | | 15.10 | | | | 1.74 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.85 | | | | 0.85 | | | | 0.85 | | | | 0.86 | | | | 0.89 | |
Expenses after expense reductions (f) | | | 0.70 | | | | 0.70 | | | | 0.75 | | | | 0.85 | | | | 0.85 | |
Net investment income | | | 1.20 | | | | 1.28 | | | | 1.44 | | | | 1.80 | | | | 1.26 | |
Portfolio turnover | | | 51 | | | | 41 | | | | 43 | | | | 54 | | | | 77 | |
Net assets at end of period (000 omitted) | | | $143,427 | | | | $116,301 | | | | $134,107 | | | | $134,379 | | | | $147,882 | |
(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
13
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 January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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 on a frequent basis 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
14
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $459,692,109 | | | | $— | | | | $— | | | | $459,692,109 | |
Mutual Funds | | | 4,355,418 | | | | — | | | | — | | | | 4,355,418 | |
Total Investments | | | $464,047,527 | | | | $— | | | | $— | | | | $464,047,527 | |
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 (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $3,799,325. The fair value of the fund’s investment securities on loan and a related liability of $3,139,036 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $761,631. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
15
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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.
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
During the year ended December 31, 2015, 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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $6,967,865 | | | | $7,682,407 | |
Long-term capital gains | | | 35,420,962 | | | | — | |
Total distributions | | | $42,388,827 | | | | $7,682,407 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $403,326,035 | |
Gross appreciation | | | 76,353,697 | |
Gross depreciation | | | (15,632,205 | ) |
Net unrealized appreciation (depreciation) | | | $60,721,492 | |
Undistributed ordinary income | | | 6,538,259 | |
Undistributed long-term capital gain | | | 48,841,877 | |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $5,389,089 | | | | $5,951,524 | | | | $26,219,824 | | | | $— | |
Service Class | | | 1,578,776 | | | | 1,730,883 | | | | 9,201,138 | | | | — | |
Total | | | $6,967,865 | | | | $7,682,407 | | | | $35,420,962 | | | | $— | |
(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 an annual rate of 0.55% of the fund’s average daily net assets.
16
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
The investment adviser has agreed in writing to reduce its management fee to 0.40% of average daily net assets. This written agreement will terminate on April 28, 2016. For the year ended December 31, 2015, this management fee reduction amounted to $694,677, which is included in the reduction of total expenses in the Statement of Operations. MFS has also 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, 2015, this management fee reduction amounted to $32,210, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.39% of the fund’s average daily net assets.
Effective April 29, 2016, the management fee will be computed daily and paid monthly at the following annual rates:
| | | | |
First $1 billion of average daily net assets | | | 0.40% | |
Next $1.5 billion of average daily net assets | | | 0.375% | |
Average daily net assets in excess of $2.5 billion | | | 0.35% | |
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, 2015, the fee was $9,880, which equated to 0.0021% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $252.
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, 2015 was equivalent to an annual effective rate of 0.0177% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $1,455 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $231,246,711 and $243,953,740, respectively.
17
MFS Blended Research Core Equity Portfolio
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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 43,291 | | | | $2,227,278 | | | | 73,782 | | | | $3,701,939 | |
Service Class | | | 989,722 | | | | 49,579,379 | | | | 29,988 | | | | 1,480,042 | |
| | | 1,033,013 | | | | $51,806,657 | | | | 103,770 | | | | $5,181,981 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 710,313 | | | | $31,608,913 | | | | 114,717 | | | | $5,951,524 | |
Service Class | | | 243,559 | | | | 10,779,914 | | | | 33,538 | | | | 1,730,883 | |
| | | 953,872 | | | | $42,388,827 | | | | 148,255 | | | | $7,682,407 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (926,626 | ) | | | $(48,236,182 | ) | | | (1,041,546 | ) | | | $(52,431,317 | ) |
Service Class | | | (448,375 | ) | | | (23,369,814 | ) | | | (669,301 | ) | | | (33,508,014 | ) |
| | | (1,375,001 | ) | | | $(71,605,996 | ) | | | (1,710,847 | ) | | | $(85,939,331 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (173,022 | ) | | | $(14,399,991 | ) | | | (853,047 | ) | | | $(42,777,854 | ) |
Service Class | | | 784,906 | | | | 36,989,479 | | | | (605,775 | ) | | | (30,297,089 | ) |
| | | 611,884 | | | | $22,589,488 | | | | (1,458,822 | ) | | | $(73,074,943 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $1,547 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 2,434,210 | | | | 53,069,467 | | | | (54,287,295 | ) | | | 1,216,382 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $3,923 | | | | $1,216,382 | |
18
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Blended Research Core Equity Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Blended Research Core Equity Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
19
MFS Blended Research Core Equity Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
20
MFS Blended Research Core Equity Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
21
MFS Blended Research Core Equity Portfolio
Trustees and Officers – continued
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 Managers James Fallon Matthew Krummell Jonathan Sage John Stocks | | |
22
MFS Blended Research Core Equity Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year period ended December 31, 2014 relative to the Lipper 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.
23
MFS Blended Research Core Equity Portfolio
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 peer groups of funds based on information provided by Lipper Inc. The Trustees considered that MFS has agreed in writing to reduce its advisory fee, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (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 Lipper 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. 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 not subject to any breakpoints. Taking into account the advisory fee waiver noted above, the Trustees determined not to recommend any advisory fee breakpoints for the Fund at this time. 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 group fee waiver was 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
24
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $38,964,000 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.
25
rev. 3/11
| | | | |
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. |
26
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
27
ANNUAL REPORT
December 31, 2015
MFS® CORPORATE BOND PORTFOLIO
(formerly MFS® Bond Portfolio)
MFS® Variable Insurance Trust II
BDS-ANN
MFS® CORPORATE BOND PORTFOLIO
(formerly MFS® 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
MFS Corporate Bond Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Corporate Bond Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (i)
| | | | |
Fixed income sectors (i) | | | | |
Investment Grade Corporates | | | 81.5% | |
High Yield Corporates | | | 13.6% | |
Emerging Markets Bonds | | | 1.0% | |
Commercial Mortgage-Backed Securities | | | 0.7% | |
Collateralized Debt Obligations | | | 0.2% | |
Asset-Backed Securities | | | 0.1% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
AAA | | | 0.2% | |
AA | | | 1.3% | |
A | | | 18.6% | |
BBB | | | 62.7% | |
BB | | | 12.5% | |
B | | | 1.6% | |
CCC (o) | | | 0.0% | |
C | | | 0.2% | |
Not Rated (o) | | | 0.0% | |
Cash & Cash Equivalents | | | 2.9% | |
| |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 6.5 | |
Average Effective Maturity (m) | | | 10.3 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. 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, including fixed income futures contracts, which have not been rated by any rating agency. The fund may not hold all of these instruments. 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 an 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. |
Where the fund holds convertible bonds, these 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.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Corporate Bond Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Corporate Bond Portfolio (“fund”) provided a total return of –0.31%, while Service Class shares of the fund provided a total return of –0.58%. These compare with a return of –0.77% over the same period for the fund’s benchmark, the Barclays U.S. Credit Bond Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
The fund’s yield curve (y) positioning, particularly a lesser exposure to shifts in the long end of the yield curve (centered around maturities of 10 or more years), was a positive factor for performance relative to the Barclays U.S. Credit Bond Index as interest rates increased during the period. Additionally, a greater exposure to corporate bonds in both the industrial and financial (excluding banks) sectors further supported relative performance as both sectors generated positive relative performance during the period. A lesser exposure to “A” rated (r) bonds also benefited relative performance. The portion of the fund’s return derived from yield, which was greater than that of the benchmark, was an additional contributor to relative results. Strong bond selection further supported relative performance.
Detractors from Performance
A greater exposure to “BBB” rated bonds and below weighed on relative performance. A greater exposure to debt in the utility-other sector also hindered relative returns as this sector turned in negative results for the reporting period. The fund’s lesser exposure to the bank sector further weighed on relative performance.
Respectfully,
| | |
Richard Hawkins | | Robert Persons |
Portfolio Manager | | Portfolio Manager |
(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. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three 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. |
Note to Shareholders: Effective April 30, 2015, the fund’s name changed from MFS Bond Portfolio to MFS Corporate Bond Portfolio.
The views expressed in this report are those of the portfolio managers 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.
3
MFS Corporate Bond Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | (0.31)% | | 4.53% | | 5.60% | | |
| | Service Class | | 8/24/01 | | (0.58)% | | 4.27% | | 5.34% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | Barclays U.S. Credit Bond Index (f) | | (0.77)% | | 4.38% | | 5.18% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
Barclays U.S. Credit Bond Index – 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.
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.
4
MFS Corporate Bond Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period, July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.63% | | | | $1,000.00 | | | | $996.86 | | | | $3.17 | |
| Hypothetical (h) | | | 0.63% | | | | $1,000.00 | | | | $1,022.03 | | | | $3.21 | |
Service Class | | Actual | | | 0.88% | | | | $1,000.00 | | | | $995.89 | | | | $4.43 | |
| Hypothetical (h) | | | 0.88% | | | | $1,000.00 | | | | $1,020.77 | | | | $4.48 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
5
MFS Corporate Bond Portfolio
PORTFOLIO OF INVESTMENTS 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – 95.8% | | | | | | | | |
Aerospace – 0.4% | | | | | | | | |
Lockheed Martin Corp., 3.55%, 1/15/26 | | $ | 964,000 | | | $ | 968,950 | |
| | | | | | | | |
Asset-Backed & Securitized – 1.0% | | | | | | | | |
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.832%, 12/28/40 (z) | | $ | 249,044 | | | $ | 182,306 | |
Commercial Mortgage Acceptance Corp., FRN, 2.025%, 9/15/30 (i) | | | 148,870 | | | | 1,913 | |
Falcon Franchise Loan LLC, FRN, 39.274%, 1/05/25 (i)(z) | | | 43,977 | | | | 10,637 | |
Greenwich Capital Commercial Funding Corp., FRN, 5.826%, 7/10/38 | | | 350,000 | | | | 353,850 | |
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.774%, 6/15/49 | | | 1,195,039 | | | | 1,218,640 | |
JPMorgan Chase Commercial Mortgage Securities Corp., FRN, 5.555%, 7/15/42 (n) | | | 765,072 | | | | 183,433 | |
KKR Financial CLO Ltd., “C”, FRN, 1.811%, 5/15/21 (n) | | | 505,395 | | | | 503,095 | |
Lehman Brothers Commercial Conduit Mortgage Trust, FRN, 1.133%, 2/18/30 (i) | | | 154,396 | | | | 1,598 | |
Morgan Stanley Capital I, Inc., FRN, 0.943%, 11/15/30 (i)(n) | | | 886,507 | | | | 14,203 | |
| | | | | | | | |
| | | $ | 2,469,675 | |
| | | | | | | | |
Automotive – 3.0% | | | | | | | | |
American Honda Finance Corp., 2.125%, 2/28/17 (n) | | $ | 1,672,000 | | | $ | 1,689,941 | |
Delphi Automotive PLC, 4.25%, 1/15/26 | | | 1,133,000 | | | | 1,138,721 | |
General Motors Co., 6.25%, 10/02/43 | | | 1,257,000 | | | | 1,326,308 | |
General Motors Financial Co., Inc., 2.75%, 5/15/16 | | | 170,000 | | | | 170,495 | |
General Motors Financial Co., Inc., 3.45%, 4/10/22 | | | 1,222,000 | | | | 1,172,904 | |
Hyundai Capital America, 2.6%, 3/19/20 (n) | | | 600,000 | | | | 589,552 | |
Lear Corp., 4.75%, 1/15/23 | | | 787,000 | | | | 790,935 | |
Nissan Motor Acceptance Corp., 1.95%, 9/12/17 (n) | | | 908,000 | | | | 909,530 | |
| | | | | | | | |
| | | $ | 7,788,386 | |
| | | | | | | | |
Biotechnology – 0.9% | | | | | | | | |
Life Technologies Corp., 6%, 3/01/20 | | $ | 2,172,000 | | | $ | 2,408,746 | |
| | | | | | | | |
Broadcasting – 1.1% | | | | | | | | |
Omnicom Group, Inc., 3.625%, 5/01/22 | | $ | 1,283,000 | | | $ | 1,295,555 | |
SES Global Americas Holdings GP, 2.5%, 3/25/19 (n) | | | 578,000 | | | | 570,180 | |
SES S.A., 3.6%, 4/04/23 (n) | | | 346,000 | | | | 337,046 | |
Time Warner, Inc., 5.35%, 12/15/43 | | | 685,000 | | | | 683,426 | |
| | | | | | | | |
| | | $ | 2,886,207 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.1% | | | | | |
CME Group, Inc., 3%, 3/15/25 | | $ | 891,000 | | | $ | 874,698 | |
Franklin Resources, Inc., 1.375%, 9/15/17 | | | 374,000 | | | | 373,312 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Brokerage & Asset Managers – continued | | | | | |
Intercontinental Exchange, Inc., 2.75%, 12/01/20 | | $ | 652,000 | | | $ | 652,110 | |
Intercontinental Exchange, Inc., 3.75%, 12/01/25 | | | 1,070,000 | | | | 1,073,623 | |
| | | | | | | | |
| | | $ | 2,973,743 | |
| | | | | | | | |
Building – 1.7% | | | | | | | | |
Martin Marietta Materials, Inc., 4.25%, 7/02/24 | | $ | 850,000 | | | $ | 834,638 | |
Masco Corp., 4.45%, 4/01/25 | | | 560,000 | | | | 548,800 | |
Mohawk Industries, Inc., 6.125%, 1/15/16 | | | 1,625,000 | | | | 1,626,719 | |
Mohawk Industries, Inc., 3.85%, 2/01/23 | | | 999,000 | | | | 1,011,546 | |
Owens Corning, Inc., 4.2%, 12/15/22 | | | 460,000 | | | | 460,558 | |
| | | | | | | | |
| | | $ | 4,482,261 | |
| | | | | | | | |
Business Services – 1.4% | | | | | | | | |
Equinix, Inc., 5.75%, 1/01/25 | | $ | 285,000 | | | $ | 291,413 | |
Fidelity National Information Services, Inc., 2%, 4/15/18 | | | 135,000 | | | | 132,758 | |
Fidelity National Information Services, Inc., 5%, 3/15/22 | | | 1,270,000 | | | | 1,320,002 | |
Fidelity National Information Services, Inc., 3.5%, 4/15/23 | | | 416,000 | | | | 397,231 | |
Fidelity National Information Services, Inc., 5%, 10/15/25 | | | 775,000 | | | | 799,957 | |
MSCI, Inc., 5.75%, 8/15/25 (n) | | | 780,000 | | | | 799,500 | |
| | | | | | | | |
| | | $ | 3,740,861 | |
| | | | | | | | |
Cable TV – 3.5% | | | | | | | | |
CCO Safari II LLC, 6.384%, 10/23/35 (n) | | $ | 886,000 | | | $ | 894,182 | |
Comcast Corp., 4.65%, 7/15/42 | | | 628,000 | | | | 639,013 | |
Comcast Corp., 4.75%, 3/01/44 | | | 1,220,000 | | | | 1,266,288 | |
Cox Communications, Inc., 6.25%, 6/01/18 (n) | | | 261,000 | | | | 280,504 | |
NBCUniversal Enterprise, Inc., 1.974%, 4/15/19 (n) | | | 578,000 | | | | 577,730 | |
SIRIUS XM Radio, Inc., 5.75%, 8/01/21 (n) | | | 1,375,000 | | | | 1,419,688 | |
SIRIUS XM Radio, Inc., 5.375%, 4/15/25 (n) | | | 170,000 | | | | 171,063 | |
Time Warner Cable, Inc., 8.25%, 4/01/19 | | | 850,000 | | | | 976,852 | |
Time Warner Cable, Inc., 5%, 2/01/20 | | | 354,000 | | | | 374,718 | |
Time Warner Cable, Inc., 4.5%, 9/15/42 | | | 955,000 | | | | 749,424 | |
Time Warner Entertainment Co. LP, 8.375%, 7/15/33 | | | 266,000 | | | | 313,815 | |
Videotron Ltd., 5%, 7/15/22 | | | 1,555,000 | | | | 1,555,000 | |
| | | | | | | | |
| | | $ | 9,218,277 | |
| | | | | | | | |
Chemicals – 1.9% | | | | | | | | |
CF Industries, Inc., 5.15%, 3/15/34 | | $ | 753,000 | | | $ | 662,014 | |
CF Industries, Inc., 3.45%, 6/01/23 | | | 62,000 | | | | 57,712 | |
CF Industries, Inc., 4.95%, 6/01/43 | | | 356,000 | | | | 302,689 | |
LYB International Finance B.V., 4.875%, 3/15/44 | | | 676,000 | | | | 617,282 | |
LyondellBasell Industries N.V., 5%, 4/15/19 | | | 939,000 | | | | 998,882 | |
6
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Chemicals – continued | | | | | | | | |
LyondellBasell Industries N.V., 6%, 11/15/21 | | $ | 1,256,000 | | | $ | 1,410,288 | |
Monsanto Co., 4.7%, 7/15/64 | | | 1,025,000 | | | | 778,273 | |
| | | | | | | | |
| | | $ | 4,827,140 | |
| | | | | | | | |
Computer Software – 0.6% | | | | | | | | |
Oracle Corp., 3.4%, 7/08/24 | | $ | 1,107,000 | | | $ | 1,124,705 | |
VeriSign, Inc., 4.625%, 5/01/23 | | | 425,000 | | | | 411,506 | |
| | | | | | | | |
| | | $ | 1,536,211 | |
| | | | | | | | |
Computer Software – Systems – 0.8% | | | | | |
Apple, Inc., 2.7%, 5/13/22 | | $ | 1,313,000 | | | $ | 1,322,845 | |
Apple, Inc., 4.375%, 5/13/45 | | | 383,000 | | | | 386,432 | |
Seagate HDD Cayman, 3.75%, 11/15/18 | | | 442,000 | | | | 438,772 | |
| | | | | | | | |
| | | $ | 2,148,049 | |
| | | | | | | | |
Conglomerates – 0.5% | | | | | | | | |
Roper Industries, Inc., 1.85%, 11/15/17 | | $ | 1,171,000 | | | $ | 1,164,947 | |
| | | | | | | | |
Consumer Products – 1.0% | | | | | | | | |
Hasbro, Inc., 5.1%, 5/15/44 | | $ | 1,138,000 | | | $ | 1,080,281 | |
Mattel, Inc., 1.7%, 3/15/18 | | | 393,000 | | | | 387,841 | |
Mattel, Inc., 5.45%, 11/01/41 | | | 460,000 | | | | 453,819 | |
Newell Rubbermaid, Inc., 2.05%, 12/01/17 | | | 589,000 | | | | 578,466 | |
| | | | | | | | |
| | | $ | 2,500,407 | |
| | | | | | | | |
Consumer Services – 1.9% | | | | | | | | |
ADT Corp., 4.125%, 6/15/23 | | $ | 705,000 | | | $ | 659,175 | |
Priceline Group, Inc., 3.65%, 3/15/25 | | | 769,000 | | | | 748,508 | |
Service Corp. International, 5.375%, 1/15/22 | | | 170,000 | | | | 177,225 | |
Service Corp. International, 5.375%, 5/15/24 | | | 2,004,000 | | | | 2,064,120 | |
Visa, Inc., 4.15%, 12/14/35 | | | 1,413,000 | | | | 1,426,418 | |
| | | | | | | | |
| | | $ | 5,075,446 | |
| | | | | | | | |
Containers – 2.1% | | | | | | | | |
Ball Corp., 5%, 3/15/22 | | $ | 682,000 | | | $ | 695,640 | |
Ball Corp., 4%, 11/15/23 | | | 691,000 | | | | 659,041 | |
Ball Corp., 5.25%, 7/01/25 | | | 1,030,000 | | | | 1,053,175 | |
Crown American LLC, 4.5%, 1/15/23 | | | 1,853,000 | | | | 1,811,308 | |
Sealed Air Corp., 5.5%, 9/15/25 (n) | | | 1,150,000 | | | | 1,173,000 | |
| | | | | | | | |
| | | $ | 5,392,164 | |
| | | | | | | | |
Defense Electronics – 0.6% | | | | | | | | |
BAE Systems Holdings, Inc., 6.375%, 6/01/19 (n) | | $ | 1,358,000 | | | $ | 1,519,812 | |
| | | | | | | | |
Electrical Equipment – 0.4% | | | | | | | | |
Arrow Electronics, Inc., 3.5%, 4/01/22 | | $ | 478,000 | | | $ | 460,455 | |
Molex Electronic Technologies LLC, 3.9%, 4/15/25 (n) | | | 642,000 | | | | 601,076 | |
| | | | | | | | |
| | | $ | 1,061,531 | |
| | | | | | | | |
Electronics – 1.6% | | | | | | | | |
Flextronics International Ltd., 4.625%, 2/15/20 | | $ | 2,018,000 | | | $ | 2,086,481 | |
Jabil Circuit, Inc., 4.7%, 9/15/22 | | | 399,000 | | | | 387,030 | |
NXP B.V./NXP Funding LLC, 4.125%, 6/15/20 (n) | | | 695,000 | | | | 695,000 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Electronics – continued | | | | | | | | |
Tyco Electronics Group S.A., 6.55%, 10/01/17 | | $ | 360,000 | | | $ | 387,985 | |
Tyco Electronics Group S.A., 2.375%, 12/17/18 | | | 229,000 | | | | 228,714 | |
Tyco Electronics Group S.A., 3.5%, 2/03/22 | | | 252,000 | | | | 256,592 | |
| | | | | | | | |
| | | $ | 4,041,802 | |
| | | | | | | | |
Emerging Market Quasi-Sovereign – 0.6% | | | | | |
Comision Federal de Electricidad, 5.75%, 2/14/42 | | $ | 465,000 | | | $ | 418,500 | |
Comision Federal de Electricidad, 5.75%, 2/14/42 (n) | | | 285,000 | | | | 256,500 | |
NOVA Chemicals Corp., 5.25%, 8/01/23 (n) | | | 956,000 | | | | 946,440 | |
| | | | | | | | |
| | | $ | 1,621,440 | |
| | | | | | | | |
Energy – Independent – 0.9% | | | | | | | | |
Concho Resources, Inc., 5.5%, 4/01/23 | | $ | 1,203,000 | | | $ | 1,112,775 | |
EQT Corp., 4.875%, 11/15/21 | | | 253,000 | | | | 240,943 | |
Pioneer Natural Resources Co., 7.5%, 1/15/20 | | | 930,000 | | | | 987,928 | |
| | | | | | | | |
| | | $ | 2,341,646 | |
| | | | | | | | |
Energy – Integrated – 0.1% | | | | | | | | |
Chevron Corp., 3.326%, 11/17/25 | | $ | 372,000 | | | $ | 374,682 | |
| | | | | | | | |
Entertainment – 0.2% | | | | | | | | |
Carnival Corp., 1.875%, 12/15/17 | | $ | 435,000 | | | $ | 434,371 | |
| | | | | | | | |
Financial Institutions – 2.9% | | | | | | | | |
Aercap Ireland Capital Ltd., 4.625%, 10/30/20 | | $ | 227,000 | | | $ | 232,391 | |
CIT Group, Inc., 4.25%, 8/15/17 | | | 353,000 | | | | 360,943 | |
CIT Group, Inc., 5.25%, 3/15/18 | | | 365,000 | | | | 376,863 | |
CIT Group, Inc., 6.625%, 4/01/18 (n) | | | 1,900,000 | | | | 2,004,500 | |
GE Capital International Funding Co., 2.342%, 11/15/20 (n) | | | 1,217,000 | | | | 1,208,083 | |
General Electric Capital Corp., 5.5%, 1/08/20 | | | 421,000 | | | | 472,266 | |
International Lease Finance Corp., 7.125%, 9/01/18 (n) | | | 570,000 | | | | 624,863 | |
International Lease Finance Corp., 5.875%, 8/15/22 | | | 1,000,000 | | | | 1,065,000 | |
Navient Corp., 6%, 1/25/17 | | | 1,147,000 | | | | 1,175,675 | |
| | | | | | | | |
| | | $ | 7,520,584 | |
| | | | | | | | |
Food & Beverages – 5.3% | | | | | | | | |
Constellation Brands, Inc., 7.25%, 9/01/16 | | $ | 1,119,000 | | | $ | 1,158,165 | |
Constellation Brands, Inc., 4.25%, 5/01/23 | | | 965,000 | | | | 965,000 | |
J.M. Smucker Co., 2.5%, 3/15/20 | | | 303,000 | | | | 300,871 | |
J.M. Smucker Co., 3.5%, 10/15/21 | | | 880,000 | | | | 905,868 | |
J.M. Smucker Co., 4.375%, 3/15/45 | | | 324,000 | | | | 315,224 | |
JBS USA LLC/JBS USA Finance, Inc., 5.75%, 6/15/25 (n) | | | 560,000 | | | | 487,200 | |
Kraft Foods Group, Inc., 6.5%, 2/09/40 | | | 1,959,000 | | | | 2,281,802 | |
Kraft Heinz Co., 5%, 7/15/35 (n) | | | 415,000 | | | | 425,208 | |
Pernod Ricard S.A., 5.75%, 4/07/21 (n) | | | 831,000 | | | | 917,497 | |
SABMiller Holdings, Inc., 3.75%, 1/15/22 (n) | | | 1,855,000 | | | | 1,907,960 | |
7
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Food & Beverages – continued | | | | | | | | |
Smithfield Foods, Inc., 6.625%, 8/15/22 | | $ | 348,000 | | | $ | 361,050 | |
Tyson Foods, Inc., 6.6%, 4/01/16 | | | 2,229,000 | | | | 2,258,508 | |
Tyson Foods, Inc., 4.5%, 6/15/22 | | | 598,000 | | | | 636,917 | |
Tyson Foods, Inc., 5.15%, 8/15/44 | | | 368,000 | | | | 384,302 | |
Wm. Wrigley Jr. Co., 2.9%, 10/21/19 (n) | | | 505,000 | | | | 509,851 | |
| | | | | | | | |
| | | $ | 13,815,423 | |
| | | | | | | | |
Food & Drug Stores – 1.9% | | | | | | | | |
CVS Health Corp., 4.875%, 7/20/35 | | $ | 831,000 | | | $ | 858,351 | |
CVS Health Corp., 5.75%, 6/01/17 | | | 200,000 | | | | 211,769 | |
CVS Health Corp., 2.75%, 12/01/22 | | | 500,000 | | | | 487,215 | |
CVS Health Corp., 5.75%, 5/15/41 | | | 1,465,000 | | | | 1,642,750 | |
Walgreens Boots Alliance, Inc., 2.7%, 11/18/19 | | | 1,433,000 | | | | 1,430,912 | |
Walgreens Boots Alliance, Inc., 4.5%, 11/18/34 | | | 446,000 | | | | 407,297 | |
| | | | | | | | |
| | | $ | 5,038,294 | |
| | | | | | | | |
Forest & Paper Products – 1.6% | | | | | | | | |
Georgia-Pacific LLC, 5.4%, 11/01/20 (n) | | $ | 806,000 | | | $ | 889,348 | |
International Paper Co., 6%, 11/15/41 | | | 860,000 | | | | 901,857 | |
International Paper Co., 4.8%, 6/15/44 | | | 994,000 | | | | 903,581 | |
Packaging Corp. of America, 3.9%, 6/15/22 | | | 712,000 | | | | 724,103 | |
Packaging Corp. of America, 3.65%, 9/15/24 | | | 850,000 | | | | 826,448 | |
| | | | | | | | |
| | | $ | 4,245,337 | |
| | | | | | | | |
Gaming & Lodging – 1.0% | | | | | | | | |
Wyndham Worldwide Corp., 2.5%, 3/01/18 | | $ | 811,000 | | | $ | 807,707 | |
Wyndham Worldwide Corp., 4.25%, 3/01/22 | | | 1,227,000 | | | | 1,235,487 | |
Wyndham Worldwide Corp., 5.1%, 10/01/25 | | | 463,000 | | | | 467,725 | |
| | | | | | | | |
| | | $ | 2,510,919 | |
| | | | | | | | |
Insurance – 1.3% | | | | | | | | |
American International Group, Inc., 4.7%, 7/10/35 | | $ | 1,010,000 | | | $ | 1,004,287 | |
American International Group, Inc., 4.5%, 7/16/44 | | | 1,417,000 | | | | 1,310,508 | |
Unum Group, 7.125%, 9/30/16 | | | 500,000 | | | | 519,765 | |
Unum Group, 4%, 3/15/24 | | | 637,000 | | | | 635,973 | |
| | | | | | | | |
| | | $ | 3,470,533 | |
| | | | | | | | |
Insurance – Health – 1.4% | | | | | | | | |
Anthem, Inc., 1.875%, 1/15/18 | | $ | 618,000 | | | $ | 615,379 | |
Humana, Inc., 7.2%, 6/15/18 | | | 1,157,000 | | | | 1,294,806 | |
UnitedHealth Group, Inc., 4.625%, 7/15/35 | | | 1,690,000 | | | | 1,754,142 | |
| | | | | | | | |
| | | $ | 3,664,327 | |
| | | | | | | | |
Insurance – Property & Casualty – 3.3% | | | | | |
ACE INA Holdings, Inc., 2.3%, 11/03/20 | | $ | 343,000 | | | $ | 340,688 | |
Aon PLC, 4.6%, 6/14/44 | | | 237,000 | | | | 228,167 | |
AXIS Capital Holdings Ltd., 5.875%, 6/01/20 | | | 190,000 | | | | 209,909 | |
Chubb Corp., 6.375% to 4/15/17, FRN to 3/29/67 | | | 279,000 | | | | 267,932 | |
CNA Financial Corp., 5.875%, 8/15/20 | | | 1,570,000 | | | | 1,740,420 | |
Liberty Mutual Group, Inc., 4.85%, 8/01/44 (n) | | | 951,000 | | | | 880,900 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Insurance – Property & Casualty – continued | | | | | |
Marsh & McLennan Cos., Inc., 2.55%, 10/15/18 | | $ | 678,000 | | | $ | 684,613 | |
Marsh & McLennan Cos., Inc., 4.8%, 7/15/21 | | | 900,000 | | | | 979,681 | |
Marsh & McLennan Cos., Inc., 3.5%, 6/03/24 | | | 779,000 | | | | 771,914 | |
Swiss Re Ltd., 4.25%, 12/06/42 (n) | | | 468,000 | | | | 441,679 | |
XL Group PLC, 5.75%, 10/01/21 | | | 1,110,000 | | | | 1,237,276 | |
ZFS Finance USA Trust V, 6.5% to 5/09/17, FRN to 5/09/67 (n) | | | 896,000 | | | | 913,920 | |
| | | | | | | | |
| | | $ | 8,697,099 | |
| | | | | | | | |
Major Banks – 9.8% | | | | | | | | |
Bank of America Corp., 2%, 1/11/18 | | $ | 3,000,000 | | | $ | 2,996,451 | |
Bank of America Corp., 7.625%, 6/01/19 | | | 500,000 | | | | 578,589 | |
Bank of America Corp., 5.625%, 7/01/20 | | | 185,000 | | | | 205,567 | |
Bank of America Corp., 4.125%, 1/22/24 | | | 1,917,000 | | | | 1,980,978 | |
Bank of America Corp., FRN, 6.1%, 12/29/49 | | | 1,420,000 | | | | 1,439,525 | |
Bank of America Corp., FRN, 5.2%, 12/31/49 | | | 637,000 | | | | 593,206 | |
Goldman Sachs Group, Inc., 3.5%, 1/23/25 | | | 848,000 | | | | 834,072 | |
Goldman Sachs Group, Inc., 4.8%, 7/08/44 | | | 904,000 | | | | 897,937 | |
Goldman Sachs Group, Inc., 5.15%, 5/22/45 | | | 378,000 | | | | 366,927 | |
JPMorgan Chase & Co., 4.25%, 10/15/20 | | | 442,000 | | | | 469,096 | |
JPMorgan Chase & Co., 4.5%, 1/24/22 | | | 790,000 | | | | 852,107 | |
JPMorgan Chase & Co., 3.25%, 9/23/22 | | | 904,000 | | | | 909,875 | |
JPMorgan Chase & Co., 3.125%, 1/23/25 | | | 1,435,000 | | | | 1,396,100 | |
JPMorgan Chase & Co., 6.75% to 2/01/24, FRN to 1/29/49 | | | 1,221,000 | | | | 1,330,890 | |
Merrill Lynch & Co., Inc., 6.05%, 5/16/16 | | | 349,000 | | | | 354,752 | |
Morgan Stanley, 5.5%, 7/28/21 | | | 1,245,000 | | | | 1,395,537 | |
Morgan Stanley, 4%, 7/23/25 | | | 702,000 | | | | 723,505 | |
Morgan Stanley, 4.3%, 1/27/45 | | | 689,000 | | | | 656,945 | |
PNC Bank N.A., 2.6%, 7/21/20 | | | 1,158,000 | | | | 1,158,006 | |
PNC Funding Corp., 5.625%, 2/01/17 | | | 1,095,000 | | | | 1,138,449 | |
Royal Bank of Scotland Group PLC, 8% to 2025, FRN to 12/29/49 | | | 806,000 | | | | 852,345 | |
Wachovia Corp., 6.605%, 10/01/25 | | | 1,270,000 | | | | 1,507,251 | |
Wells Fargo & Co., 4.1%, 6/03/26 | | | 1,000,000 | | | | 1,009,496 | |
Wells Fargo & Co., 5.875% to 6/15/25, FRN to 12/29/49 | | | 718,000 | | | | 755,695 | |
Wells Fargo & Co., 5.9% to 6/15/24, FRN to 12/29/49 | | | 1,106,000 | | | | 1,115,678 | |
| | | | | | | | |
| | | $ | 25,518,979 | |
| | | | | | | | |
Medical & Health Technology & Services – 2.7% | |
Becton, Dickinson and Co., 3.734%, 12/15/24 | | $ | 348,000 | | | $ | 351,194 | |
Becton, Dickinson and Co., 4.685%, 12/15/44 | | | 1,083,000 | | | | 1,092,581 | |
Davita Healthcare Partners, Inc., 5%, 5/01/25 | | | 575,000 | | | | 554,875 | |
Fresenius Medical Care US Finance II, Inc., 6.5%, 9/15/18 (n) | | | 734,000 | | | | 807,415 | |
Fresenius US Finance II, Inc., 4.25%, 2/01/21 (n) | | | 189,000 | | | | 190,890 | |
8
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Medical & Health Technology & Services – continued | |
HCA, Inc., 4.75%, 5/01/23 | | $ | 910,000 | | | $ | 900,900 | |
Laboratory Corp. of America Holdings, 4.7%, 2/01/45 | | | 900,000 | | | | 826,473 | |
McKesson Corp., 5.7%, 3/01/17 | | | 770,000 | | | | 806,741 | |
McKesson Corp., 7.5%, 2/15/19 | | | 120,000 | | | | 137,310 | |
McKesson Corp., 2.7%, 12/15/22 | | | 158,000 | | | | 150,544 | |
Universal Health Services, Inc., 4.75%, 8/01/22 (n) | | | 1,260,000 | | | | 1,272,600 | |
| | | | | | | | |
| | | $ | 7,091,523 | |
| | | | | | | | |
Medical Equipment – 0.9% | | | | | | | | |
Medtronic, Inc., 3.5%, 3/15/25 | | $ | 1,061,000 | | | $ | 1,073,561 | |
Medtronic, Inc., 4.375%, 3/15/35 | | | 406,000 | | | | 410,185 | |
Zimmer Holdings, Inc., 4.45%, 8/15/45 | | | 893,000 | | | | 820,827 | |
| | | | | | | | |
| | | $ | 2,304,573 | |
| | | | | | | | |
Metals & Mining – 0.6% | | | | | | | | |
Freeport-McMoRan Oil & Gas LLC, 6.875%, 2/15/23 | | $ | 1,235,000 | | | $ | 778,050 | |
Kinross Gold Corp., 5.95%, 3/15/24 | | | 667,000 | | | | 440,220 | |
Southern Copper Corp., 6.75%, 4/16/40 | | | 415,000 | | | | 354,586 | |
| | | | | | | | |
| | | $ | 1,572,856 | |
| | | | | | | | |
Midstream – 5.3% | | | | | | | | |
APT Pipelines Ltd., 5%, 3/23/35 (n) | | $ | 1,375,000 | | | $ | 1,243,641 | |
Dominion Gas Holdings LLC, 2.8%, 11/15/20 | | | 975,000 | | | | 978,259 | |
Energy Transfer Partners LP, 9.7%, 3/15/19 | | | 213,000 | | | | 234,647 | |
Energy Transfer Partners LP, 5.15%, 2/01/43 | | | 1,112,000 | | | | 794,939 | |
Energy Transfer Partners LP, 5.15%, 3/15/45 | | | 1,357,000 | | | | 959,251 | |
Enterprise Products Operating LLC, 3.9%, 2/15/24 | | | 406,000 | | | | 378,947 | |
Enterprise Products Operating LLC, 4.45%, 2/15/43 | | | 473,000 | | | | 360,798 | |
Enterprise Products Operating LLC, 4.85%, 3/15/44 | | | 362,000 | | | | 292,879 | |
Enterprise Products Partners LP, 6.3%, 9/15/17 | | | 540,000 | | | | 567,994 | |
Enterprise Products Partners LP, 7.034% to 1/15/18, FRN to 1/15/68 | | | 267,000 | | | | 271,005 | |
Kinder Morgan (Delware), Inc., 7.75%, 1/15/32 | | | 465,000 | | | | 441,261 | |
Kinder Morgan (Delaware), Inc., 5.55%, 6/01/45 | | | 173,000 | | | | 135,098 | |
Kinder Morgan Energy Partners LP, 6.85%, 2/15/20 | | | 370,000 | | | | 382,732 | |
Kinder Morgan Energy Partners LP, 6.5%, 4/01/20 | | | 306,000 | | | | 312,231 | |
Kinder Morgan Energy Partners LP, 7.4%, 3/15/31 | | | 581,000 | | | | 535,623 | |
Kinder Morgan Energy Partners LP, 5.4%, 9/01/44 | | | 670,000 | | | | 506,323 | |
ONEOK Partners LP, 2%, 10/01/17 | | | 447,000 | | | | 426,992 | |
Sabine Pass Liquefaction LLC, 5.625%, 4/15/23 | | | 1,467,000 | | | | 1,287,293 | |
Sabine Pass Liquefaction LLC, 5.625%, 3/01/25 (n) | | | 133,000 | | | | 112,551 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Midstream – continued | | | | | | | | |
Spectra Energy Capital LLC, 8%, 10/01/19 | | $ | 942,000 | | | $ | 1,071,540 | |
Sunoco Logistics Partners LP, 5.3%, 4/01/44 | | | 339,000 | | | | 252,287 | |
Williams Cos., Inc., 3.7%, 1/15/23 | | | 1,254,000 | | | | 866,212 | |
Williams Cos., Inc., 5.75%, 6/24/44 | | | 750,000 | | | | 445,345 | |
Williams Partners LP, 4.875%, 3/15/24 | | | 1,200,000 | | | | 961,535 | |
| | | | | | | | |
| | | $ | 13,819,383 | |
| | | | | | | | |
Natural Gas – Distribution – 0.7% | | | | | | | | |
NiSource Finance Corp., 3.85%, 2/15/23 | | $ | 1,106,000 | | | $ | 1,128,013 | |
NiSource Finance Corp., 4.8%, 2/15/44 | | | 761,000 | | | | 772,913 | |
| | | | | | | | |
| | | $ | 1,900,926 | |
| | | | | | | | |
Network & Telecom – 2.7% | | | | | | | | |
AT&T, Inc., 2.45%, 6/30/20 | | $ | 619,000 | | | $ | 609,841 | |
AT&T, Inc., 4.75%, 5/15/46 | | | 1,136,000 | | | | 1,039,922 | |
Verizon Communications, Inc., 4.5%, 9/15/20 | | | 1,471,000 | | | | 1,580,672 | |
Verizon Communications, Inc., 5.05%, 3/15/34 | | | 929,000 | | | | 925,043 | |
Verizon Communications, Inc., 6%, 4/01/41 | | | 690,000 | | | | 745,141 | |
Verizon Communications, Inc., 6.55%, 9/15/43 | | | 1,779,000 | | | | 2,111,988 | |
| | | | | | | | |
| | | $ | 7,012,607 | |
| | | | | | | | |
Oils – 1.6% | | | | | | | | |
Marathon Petroleum Corp., 3.4%, 12/15/20 | | $ | 2,076,000 | | | $ | 2,039,491 | |
Marathon Petroleum Corp., 4.75%, 9/15/44 | | | 910,000 | | | | 743,831 | |
Valero Energy Corp., 4.9%, 3/15/45 | | | 1,783,000 | | | | 1,485,940 | |
| | | | | | | | |
| | | $ | 4,269,262 | |
| | | | | | | | |
Other Banks & Diversified Financials – 3.1% | |
BPCE S.A., 4.5%, 3/15/25 (n) | | $ | 760,000 | | | $ | 729,441 | |
Capital One Bank (USA) N.A., 3.375%, 2/15/23 | | | 1,200,000 | | | | 1,174,838 | |
Capital One Financial Corp., 3.75%, 4/24/24 | | | 796,000 | | | | 801,571 | |
Citigroup, Inc., 3.75%, 6/16/24 | | | 1,606,000 | | | | 1,635,656 | |
Citizens Financial Group, Inc., 4.3%, 12/03/25 | | | 918,000 | | | | 923,569 | |
Discover Bank, 7%, 4/15/20 | | | 2,197,000 | | | | 2,501,851 | |
Macquarie Group Ltd., 3%, 12/03/18 (n) | | | 273,000 | | | | 275,544 | |
| | | | | | | | |
| | | $ | 8,042,470 | |
| | | | | | | | |
Personal Computers & Peripherals – 0.3% | | | | | |
Equifax, Inc., 3.3%, 12/15/22 | | $ | 849,000 | | | $ | 846,666 | |
| | | | | | | | |
Pharmaceuticals – 5.6% | | | | | | | | |
AbbVie, Inc., 4.7%, 5/14/45 | | $ | 1,417,000 | | | $ | 1,385,738 | |
Actavis Funding SCS, 3.45%, 3/15/22 | | | 671,000 | | | | 672,072 | |
Actavis Funding SCS, 4.85%, 6/15/44 | | | 254,000 | | | | 251,415 | |
Actavis Funding SCS, 4.75%, 3/15/45 | | | 246,000 | | | | 239,815 | |
Allergan PLC, 1.875%, 10/01/17 | | | 320,000 | | | | 319,612 | |
Allergan PLC, 3.25%, 10/01/22 | | | 414,000 | | | | 407,227 | |
Allergan PLC, 4.625%, 10/01/42 | | | 347,000 | | | | 329,847 | |
Bayer U.S. Finance LLC, 3.375%, 10/08/24 (n) | | | 554,000 | | | | 558,162 | |
Biogen, Inc., 3.625%, 9/15/22 | | | 562,000 | | | | 568,292 | |
Celgene Corp., 2.875%, 8/15/20 | | | 1,908,000 | | | | 1,894,360 | |
9
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Pharmaceuticals – continued | | | | | | | | |
Forest Laboratories, Inc., 4.375%, 2/01/19 (n) | | $ | 3,159,000 | | | $ | 3,309,738 | |
Gilead Sciences, Inc., 3.7%, 4/01/24 | | | 1,189,000 | | | | 1,218,015 | |
| | | | | | | | |
Gilead Sciences, Inc., 3.65%, 3/01/26 | | | 1,250,000 | | | | 1,261,109 | |
Gilead Sciences, Inc., 4.5%, 2/01/45 | | | 488,000 | | | | 477,548 | |
Mylan, Inc., 2.55%, 3/28/19 | | | 399,000 | | | | 393,789 | |
Mylan, Inc., 3.125%, 1/15/23 (n) | | | 500,000 | | | | 458,965 | |
Valeant Pharmaceuticals International, Inc., 7.25%, 7/15/22 (n) | | | 792,000 | | | | 774,180 | |
| | | | | | | | |
| | | $ | 14,519,884 | |
| | | | | | | | |
Pollution Control – 0.5% | | | | | | | | |
Republic Services, Inc., 5.25%, 11/15/21 | | $ | 1,160,000 | | | $ | 1,283,073 | |
| | | | | | | | |
Precious Metals & Minerals – 0.1% | | | | | | | | |
Teck Resources Ltd., 5.4%, 2/01/43 | | $ | 645,000 | | | $ | 270,900 | |
| | | | | | | | |
Railroad & Shipping – 0.5% | | | | | | | | |
Canadian Pacific Railway Co., 7.25%, 5/15/19 | | $ | 424,000 | | | $ | 483,383 | |
Canadian Pacific Railway Co., 4.5%, 1/15/22 | | | 400,000 | | | | 425,460 | |
CSX Corp., 7.375%, 2/01/19 | | | 365,000 | | | | 417,914 | |
| | | | | | | | |
| | | $ | 1,326,757 | |
| | | | | | | | |
Real Estate – Healthcare – 0.3% | | | | | | | | |
HCP, Inc., REIT, 3.875%, 8/15/24 | | $ | 707,000 | | | $ | 685,237 | |
| | | | | | | | |
Real Estate – Office – 0.7% | | | | | | | | |
Boston Properties LP, REIT, 3.7%, 11/15/18 | | $ | 754,000 | | | $ | 781,179 | |
Boston Properties LP, REIT, 3.85%, 2/01/23 | | | 1,131,000 | | | | 1,154,666 | |
| | | | | | | | |
| | | $ | 1,935,845 | |
| | | | | | | | |
Real Estate – Other – 0.2% | | | | | | | | |
Host Hotels & Resorts, Inc., REIT, 4.75%, 3/01/23 | | $ | 157,000 | | | $ | 162,350 | |
Host Hotels & Resorts, Inc., REIT, 4%, 6/15/25 | | | 401,000 | | | | 384,543 | |
| | | | | | | | |
| | | $ | 546,893 | |
| | | | | | | | |
Real Estate – Retail – 0.9% | | | | | | | | |
DDR Corp., REIT, 3.625%, 2/01/25 | | $ | 748,000 | | | $ | 706,207 | |
Simon Property Group, Inc., REIT, 1.5%, 2/01/18 (n) | | | 503,000 | | | | 498,913 | |
Simon Property Group, Inc., REIT, 10.35%, 4/01/19 | | | 1,026,000 | | | | 1,259,087 | |
| | | | | | | | |
| | | $ | 2,464,207 | |
| | | | | | | | |
Restaurants – 0.6% | | | | | | | | |
McDonald’s Corp., 4.875%, 12/09/45 | | $ | 1,127,000 | | | $ | 1,133,069 | |
YUM! Brands, Inc., 5.35%, 11/01/43 | | | 465,000 | | | | 354,941 | |
| | | | | | | | |
| | | $ | 1,488,010 | |
| | | | | | | | |
Retailers – 3.9% | | | | | | | | |
Bed Bath & Beyond, Inc., 5.165%, 8/01/44 | | $ | 1,042,000 | | | $ | 882,639 | |
Best Buy Co., Inc., 5%, 8/01/18 | | | 935,000 | | | | 970,998 | |
Dollar General Corp., 4.125%, 7/15/17 | | | 2,144,000 | | | | 2,201,738 | |
Gap, Inc., 5.95%, 4/12/21 | | | 2,613,000 | | | | 2,765,513 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Retailers – continued | | | | | | | | |
Home Depot, Inc., 4.875%, 2/15/44 | | $ | 1,260,000 | | | $ | 1,387,619 | |
L Brands, Inc., 6.875%, 11/01/35 (n) | | | 383,000 | | | | 393,533 | |
Limited Brands, Inc., 7%, 5/01/20 | | | 1,441,000 | | | | 1,624,728 | |
| | | | | | | | |
| | | $ | 10,226,768 | |
| | | | | | | | |
Specialty Chemicals – 0.3% | | | | | | | | |
Ecolab, Inc., 4.35%, 12/08/21 | | $ | 804,000 | | | $ | 858,521 | |
| | | | | | | | |
Telecommunications – Wireless – 1.6% | | | | | |
American Tower Corp., REIT, 4.5%, 1/15/18 | | $ | 1,150,000 | | | $ | 1,199,342 | |
American Tower Corp., REIT, 3.5%, 1/31/23 | | | 371,000 | | | | 362,858 | |
American Tower Corp., REIT, 4%, 6/01/25 | | | 1,000,000 | | | | 983,107 | |
Crown Castle International Corp., 5.25%, 1/15/23 | | | 470,000 | | | | 494,088 | |
SBA Tower Trust, 2.898%, 10/15/44 (n) | | | 1,081,000 | | | | 1,056,558 | |
| | | | | | | | |
| | | $ | 4,095,953 | |
| | | | | | | | |
Tobacco – 3.7% | | | | | | | | |
Altria Group, Inc., 2.95%, 5/02/23 | | $ | 1,400,000 | | | $ | 1,362,574 | |
Altria Group, Inc., 4%, 1/31/24 | | | 231,000 | | | | 239,332 | |
B.A.T. International Finance PLC, 2.125%, 6/07/17 (n) | | | 1,052,000 | | | | 1,058,621 | |
Imperial Tobacco Finance PLC, 4.25%, 7/21/25 (n) | | | 1,819,000 | | | | 1,846,150 | |
Philip Morris International, Inc., 4.875%, 11/15/43 | | | 892,000 | | | | 942,245 | |
Reynolds American, Inc., 6.75%, 6/15/17 | | | 1,100,000 | | | | 1,174,303 | |
Reynolds American, Inc., 2.3%, 8/21/17 | | | 945,000 | | | | 952,430 | |
Reynolds American, Inc., 8.125%, 6/23/19 | | | 733,000 | | | | 862,658 | |
Reynolds American, Inc., 3.25%, 6/12/20 | | | 306,000 | | | | 311,020 | |
Reynolds American, Inc., 4.45%, 6/12/25 | | | 418,000 | | | | 437,402 | |
Reynolds American, Inc., 5.7%, 8/15/35 | | | 483,000 | | | | 529,177 | |
| | | | | | | | |
| | | $ | 9,715,912 | |
| | | | | | | | |
Transportation – Services – 0.5% | | | | | | | | |
ERAC USA Finance LLC, 6.375%, 10/15/17 (n) | | $ | 200,000 | | | $ | 214,784 | |
ERAC USA Finance LLC, 3.85%, 11/15/24 (n) | | | 272,000 | | | | 272,217 | |
ERAC USA Finance LLC, 7%, 10/15/37 (n) | | | 421,000 | | | | 512,458 | |
ERAC USA Finance LLC, 4.5%, 2/15/45 (n) | | | 201,000 | | | | 186,792 | |
| | | | | | | | |
| | | $ | 1,186,251 | |
| | | | | | | | |
Utilities – Electric Power – 2.7% | | | | | | | | |
Alabama Power Co., 4.15%, 8/15/44 | | $ | 479,000 | | | $ | 455,218 | |
American Electric Power Co., Inc., 1.65%, 12/15/17 | | | 487,000 | | | | 483,384 | |
Berkshire Hathaway Energy, 4.5%, 2/01/45 | | | 597,000 | | | | 573,574 | |
CMS Energy Corp., 6.25%, 2/01/20 | | | 1,010,000 | | | | 1,145,699 | |
CMS Energy Corp., 5.05%, 3/15/22 | | | 209,000 | | | | 227,435 | |
DTE Electric Co., 3.7%, 3/15/45 | | | 223,000 | | | | 204,900 | |
Duke Energy Corp., 1.625%, 8/15/17 | | | 488,000 | | | | 487,363 | |
EDP Finance B.V., 4.9%, 10/01/19 (n) | | | 376,000 | | | | 387,206 | |
EDP Finance B.V., 5.25%, 1/14/21 (n) | | | 728,000 | | | | 752,285 | |
PPL Capital Funding, Inc., 5%, 3/15/44 | | | 590,000 | | | | 608,271 | |
PPL WEM Holdings PLC, 5.375%, 5/01/21 (n) | | | 1,057,000 | | | | 1,153,352 | |
PSEG Power LLC, 5.32%, 9/15/16 | | | 288,000 | | | | 295,898 | |
10
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Utilities – Electric Power – continued | | | | | |
Waterford 3 Funding Corp., 8.09%, 1/02/17 | | $ | 300,546 | | | $ | 299,830 | |
| | | | | | | | |
| | | $ | 7,074,415 | |
| | | | | | | | |
Total Bonds (Identified Cost, $252,236,474) | | | | | | $ | 249,997,141 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
MONEY MARKET FUNDS – 3.2% | | | | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 8,193,985 | | | $ | 8,193,985 | |
| | | | | | | | |
Total Investments (Identified Cost, $260,430,459) | | | | | | $ | 258,191,126 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 1.0% | | | | | | | 2,735,603 | |
| | | | | | | | |
Net Assets – 100.0% | | | | | | $ | 260,926,729 | |
| | | | | | | | |
(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 $43,408,480 representing 16.6% of net assets. |
(v) | | Underlying affiliated fund 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 | |
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.832%, 12/28/40 | | 3/01/06 | | | $249,044 | | | | $182,306 | |
Falcon Franchise Loan LLC, FRN, 39.274%, 1/05/25 | | 1/29/03 | | | 3,613 | | | | 10,637 | |
Total Restricted Securities | | | | $192,943 | |
% of Net assets | | | | 0.1% | |
The following abbreviations are used in this report and are defined:
CLO | | Collateralized Loan Obligation |
FRN | | Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end. |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
11
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $252,236,474) | | | $249,997,141 | | | | | |
Underlying affiliated funds, at cost and value | | | 8,193,985 | | | | | |
Total investments, at value (identified cost, $260,430,459) | | | $258,191,126 | | | | | |
Cash | | | 16,120 | | | | | |
Receivables for | | | | | | | | |
Fund shares sold | | | 44,369 | | | | | |
Interest | | | 3,255,893 | | | | | |
Receivable from investment adviser | | | 2,964 | | | | | |
Other assets | | | 2,531 | | | | | |
Total assets | | | | | | | $261,513,003 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $514,973 | | | | | |
Payable to affiliates | | | | | | | | |
Shareholder servicing costs | | | 36 | | | | | |
Distribution and/or service fees | | | 2,601 | | | | | |
Payable for independent Trustees’ compensation | | | 15 | | | | | |
Accrued expenses and other liabilities | | | 68,649 | | | | | |
Total liabilities | | | | | | | $586,274 | |
Net assets | | | | | | | $260,926,729 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $254,040,863 | | | | | |
Unrealized appreciation (depreciation) on investments | | | (2,239,333 | ) | | | | |
Accumulated distributions in excess of net realized gain on investments | | | (1,263,852 | ) | | | | |
Undistributed net investment income | | | 10,389,051 | | | | | |
Net assets | | | | | | | $260,926,729 | |
Shares of beneficial interest outstanding | | | | | | | 23,579,183 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $70,980,486 | | | | 6,357,766 | | | | $11.16 | |
Service Class | | | 189,946,243 | | | | 17,221,417 | | | | 11.03 | |
See Notes to Financial Statements
12
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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Interest | | | $12,108,596 | | | | | |
Dividends from underlying affiliated funds | | | 12,231 | | | | | |
Total investment income | | | | | | | $12,120,827 | |
Expenses | | | | | | | | |
Management fee | | | $1,703,378 | | | | | |
Distribution and/or service fees | | | 520,166 | | | | | |
Shareholder servicing costs | | | 8,545 | | | | | |
Administrative services fee | | | 54,070 | | | | | |
Independent Trustees’ compensation | | | 9,467 | | | | | |
Custodian fee | | | 35,473 | | | | | |
Shareholder communications | | | 23,260 | | | | | |
Audit and tax fees | | | 69,505 | | | | | |
Legal fees | | | 2,458 | | | | | |
Miscellaneous | | | 19,004 | | | | | |
Total expenses | | | | | | | $2,445,326 | |
Fees paid indirectly | | | (167 | ) | | | | |
Reduction of expenses by investment adviser | | | (135,071 | ) | | | | |
Net expenses | | | | | | | $2,310,088 | |
Net investment income | | | | | | | $9,810,739 | |
Realized and unrealized gain (loss) on investments | | | | | | | | |
Realized gain (loss) on investments (identified cost basis) | | | | | | | $1,377,526 | |
Change in unrealized appreciation (depreciation) on investments | | | | | | | $(12,330,634 | ) |
Net realized and unrealized gain (loss) on investments | | | | | | | $(10,953,108 | ) |
Change in net assets from operations | | | | | | | $(1,142,369 | ) |
See Notes to Financial Statements
13
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.
| | | | | | | | |
For years ended12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $9,810,739 | | | | $10,189,346 | |
Net realized gain (loss) on investments | | | 1,377,526 | | | | 2,902,673 | |
Net unrealized gain (loss) on investments | | | (12,330,634 | ) | | | 3,205,635 | |
Change in net assets from operations | | | $(1,142,369 | ) | | | $16,297,654 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(11,046,073 | ) | | | $(10,948,230 | ) |
From net realized gain on investments | | | (2,041,877 | ) | | | (776,199 | ) |
Total distributions declared to shareholders | | | $(13,087,950 | ) | | | $(11,724,429 | ) |
Change in net assets from fund share transactions | | | $(15,217,385 | ) | | | $(7,423,215 | ) |
Total change in net assets | | | $(29,447,704 | ) | | | $(2,849,990 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 290,374,433 | | | | 293,224,423 | |
At end of period (including undistributed net investment income of $10,389,051 and $11,037,460, respectively) | | | $260,926,729 | | | | $290,374,433 | |
See Notes to Financial Statements
14
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $11.76 | | | | $11.58 | | | | $12.36 | | | | $11.67 | | | | $11.49 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.42 | | | | $0.43 | | | | $0.43 | | | | $0.50 | | | | $0.57 | |
Net realized and unrealized gain (loss) on investments | | | (0.46 | ) | | | 0.24 | | | | (0.48 | ) | | | 0.80 | | | | 0.18 | |
Total from investment operations | | | $(0.04 | ) | | | $0.67 | | | | $(0.05 | ) | | | $1.30 | | | | $0.75 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.48 | ) | | | $(0.46 | ) | | | $(0.52 | ) | | | $(0.61 | ) | | | $(0.57 | ) |
From net realized gain on investments | | | (0.08 | ) | | | (0.03 | ) | | | (0.21 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.56 | ) | | | $(0.49 | ) | | | $(0.73 | ) | | | $(0.61 | ) | | | $(0.57 | ) |
Net asset value, end of period (x) | | | $11.16 | | | | $11.76 | | | | $11.58 | | | | $12.36 | | | | $11.67 | |
Total return (%) (k)(r)(s)(x) | | | (0.31 | ) | | | 5.78 | | | | (0.27 | ) | | | 11.31 | | | | 6.63 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.68 | | | | 0.67 | | | | 0.67 | | | | 0.68 | | | | 0.70 | |
Expenses after expense reductions (f) | | | 0.63 | | | | 0.65 | | | | 0.67 | | | | 0.68 | | | | N/A | |
Net investment income | | | 3.65 | | | | 3.59 | | | | 3.54 | | | | 4.13 | | | | 4.85 | |
Portfolio turnover | | | 26 | | | | 36 | | | | 38 | | | | 57 | | | | 55 | |
Net assets at end of period (000 omitted) | | | $70,980 | | | | $79,042 | | | | $81,921 | | | | $95,361 | | | | $90,822 | |
See Notes to Financial Statements
15
MFS Corporate Bond Portfolio
Financial Statements – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | | $11.63 | | | | $11.45 | | | | $12.23 | | | | $11.56 | | | | $11.40 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.39 | | | | $0.39 | | | | $0.39 | | | | $0.47 | | | | $0.53 | |
Net realized and unrealized gain (loss) on investments | | | (0.46 | ) | | | 0.25 | | | | (0.47 | ) | | | 0.78 | | | | 0.18 | |
Total from investment operations | | | $(0.07 | ) | | | $0.64 | | | | $(0.08 | ) | | | $1.25 | | | | $0.71 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.45 | ) | | | $(0.43 | ) | | | $(0.49 | ) | | | $(0.58 | ) | | | $(0.55 | ) |
From net realized gain on investments | | | (0.08 | ) | | | (0.03 | ) | | | (0.21 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.53 | ) | | | $(0.46 | ) | | | $(0.70 | ) | | | $(0.58 | ) | | | $(0.55 | ) |
Net asset value, end of period (x) | | | $11.03 | | | | $11.63 | | | | $11.45 | | | | $12.23 | | | | $11.56 | |
Total return (%) (k)(r)(s)(x) | | | (0.58 | ) | | | 5.59 | | | | (0.51 | ) | | | 11.00 | | | | 6.30 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.93 | | | | 0.92 | | | | 0.92 | | | | 0.93 | | | | 0.95 | |
Expenses after expense reductions (f) | | | 0.88 | | | | 0.90 | | | | 0.92 | | | | 0.93 | | | | N/A | |
Net investment income | | | 3.40 | | | | 3.34 | | | | 3.29 | | | | 3.86 | | | | 4.59 | |
Portfolio turnover | | | 26 | | | | 36 | | | | 38 | | | | 57 | | | | 55 | |
Net assets at end of period (000 omitted) | | | $189,946 | | | | $211,332 | | | | $211,303 | | | | $195,781 | | | | $165,367 | |
(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
16
MFS Corporate Bond Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS Corporate Bond Portfolio (formerly MFS 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. Effective April 30, 2015, the fund changed its name from MFS Bond Portfolio to MFS Corporate Bond Portfolio.
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 high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. 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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. 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. Values obtained from 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 halting 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
17
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Non-U.S. Sovereign Debt | | | $— | | | | $1,621,440 | | | | $— | | | | $1,621,440 | |
U.S. Corporate Bonds | | | — | | | | 223,950,110 | | | | — | | | | 223,950,110 | |
Commercial Mortgage-Backed Securities | | | — | | | | 1,784,274 | | | | — | | | | 1,784,274 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 685,401 | | | | — | | | | 685,401 | |
Foreign Bonds | | | — | | | | 21,955,916 | | | | — | | | | 21,955,916 | |
Mutual Funds | | | 8,193,985 | | | | — | | | | — | | | | 8,193,985 | |
Total Investments | | | $8,193,985 | | | | $249,997,141 | | | | $— | | | | $258,191,126 | |
For further information regarding security characteristics, see the Portfolio of Investments.
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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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
18
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
future. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $11,493,724 | | | | $10,948,230 | |
Long-term capital gains | | | 1,594,226 | | | | 776,199 | |
Total distributions | | | $13,087,950 | | | | $11,724,429 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $262,157,979 | |
Gross appreciation | | | 4,634,014 | |
Gross depreciation | | | (8,600,867 | ) |
Net unrealized appreciation (depreciation) | | | $(3,966,853 | ) |
Undistributed ordinary income | | | 10,397,744 | |
Undistributed long-term capital gain | | | 463,668 | |
Other temporary differences | | | (8,693 | ) |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $3,012,402 | | | | $3,058,073 | | | | $530,754 | | | | $207,005 | |
Service Class | | | 8,033,671 | | | | 7,890,157 | | | | 1,511,123 | | | | 569,194 | |
Total | | | $11,046,073 | | | | $10,948,230 | | | | $2,041,877 | | | | $776,199 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.60% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $19,709 which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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, 2017. For the year ended December 31, 2015, this reduction amounted to $115,362, which is included in the reduction of total expenses in the Statements 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
19
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
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, 2015, the fee was $8,358, which equated to 0.0029% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $187.
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, 2015 was equivalent to an annual effective rate of 0.0190% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $916 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $70,147,459 and $88,394,226, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 243,152 | | | | $2,846,365 | | | | 358,376 | | | | $4,245,360 | |
Service Class | | | 1,566,630 | | | | 18,139,482 | | | | 2,124,964 | | | | 24,955,363 | |
| | | 1,809,782 | | | | $20,985,847 | | | | 2,483,340 | | | | $29,200,723 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 317,203 | | | | $3,543,156 | | | | 277,643 | | | | $3,265,078 | |
Service Class | | | 863,782 | | | | 9,544,794 | | | | 726,748 | | | | 8,459,351 | |
| | | 1,180,985 | | | | $13,087,950 | | | | 1,004,391 | | | | $11,724,429 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (922,534 | ) | | | $(10,769,671 | ) | | | (991,212 | ) | | | $(11,740,077 | ) |
Service Class | | | (3,387,719 | ) | | | (38,521,511 | ) | | | (3,126,345 | ) | | | (36,608,290 | ) |
| | | (4,310,253 | ) | | | $(49,291,182 | ) | | | (4,117,557 | ) | | | $(48,348,367 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (362,179 | ) | | | $(4,380,150 | ) | | | (355,193 | ) | | | $(4,229,639 | ) |
Service Class | | | (957,307 | ) | | | (10,837,235 | ) | | | (274,633 | ) | | | (3,193,576 | ) |
| | | (1,319,486 | ) | | | $(15,217,385 | ) | | | (629,826 | ) | | | $(7,423,215 | ) |
20
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $962 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 7,326,058 | | | | 82,124,778 | | | | (81,256,851 | ) | | | 8,193,985 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $12,231 | | | | $8,193,985 | |
21
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 (formerly MFS Bond Portfolio):
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Corporate Bond Portfolio (formerly MFS Bond Portfolio) (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Corporate Bond Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
22
MFS Corporate Bond Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
23
MFS Corporate Bond Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
24
MFS Corporate Bond Portfolio
Trustees and Officers – continued
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 Managers Richard Hawkins Robert Persons | | |
25
MFS Corporate Bond Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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.
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
26
MFS Corporate Bond Portfolio
Board Review of Investment Advisory Agreement – continued
and total expense ratios of peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
27
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $1,754,000 as capital gain dividends paid during the fiscal year.
28
rev. 3/11
| | | | |
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. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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
ANNUAL REPORT
December 31, 2015
MFS® CORE EQUITY PORTFOLIO
MFS® Variable Insurance Trust II
RGS-ANN
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
MFS Core Equity Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Core Equity Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Apple, Inc. | | | 2.4% | |
JPMorgan Chase & Co. | | | 1.8% | |
Wells Fargo & Co. | | | 1.8% | |
Alphabet, Inc., “A” | | | 1.8% | |
Valero Energy Corp. | | | 1.5% | |
Hess Corp. | | | 1.5% | |
American International Group, Inc. | | | 1.5% | |
Allergan PLC | | | 1.3% | |
Texas Instruments, Inc. | | | 1.3% | |
American Tower Corp., REIT | | | 1.3% | |
| | | | |
Equity sectors | | | | |
Financial Services | | | 18.8% | |
Technology | | | 16.7% | |
Health Care | | | 14.4% | |
Retailing | | | 8.2% | |
Industrial Goods & Services | | | 7.7% | |
Consumer Staples | | | 7.0% | |
Utilities & Communications (s) | | | 5.7% | |
Energy | | | 5.6% | |
Leisure | | | 4.6% | |
Basic Materials | | | 4.0% | |
Special Products & Services | | | 3.5% | |
Autos & Housing | | | 1.4% | |
Transportation (s) | | | 1.4% | |
(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.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Core Equity Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Core Equity Portfolio (“fund”) provided a total return of –0.21%, while Service Class shares of the fund provided a total return of –0.40%. These compare with a return of 0.48% over the same period for the fund’s benchmark, the Russell 3000 Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Stock selection in the leisure sector detracted from performance relative to the Russell 3000 Index. The fund’s overweight positions in resort casino operator Wynn Resorts (h) and global media company Twenty-First Century Fox held back relative returns. Shares of Wynn Resorts declined during the reporting period on weakness in gaming revenues from Macau and Las Vegas.
Stock selection in the retailing sector was another area of relative weakness. Most notably, the fund’s underweight position in internet retailer Amazon.com and overweight position in apparel retailer PVH weakened relative results. Shares of Amazon.com appreciated after the company reported strong quarterly results, driven by improving growth in its core retail segment and remote computing segment (Amazon Web Services).
Elsewhere, overweight positions in global integrated energy company Hess, transportation services company Swift Transportation and investment management firm Franklin Resources weighed on relative returns. An underweight position in software giant Microsoft, not owning diversified industrial conglomerate General Electric and holding Canadian railroad company Canadian Pacific Railway (b) also hurt relative performance.
Contributors to Performance
Stock selection in the technology sector benefited relative performance. The fund’s overweight positions in internet search giant Alphabet (formerly Google), analog semiconductor manufacturer Avago Technologies, customer information software manager Salesforce.com and software company Adobe systems all supported relative results. During the reporting period, shares of Alphabet rose on better-than-expected results that were driven by strength in mobile search and video ads, cost discipline and management’s announcement of a $5 billion share repurchase program.
Stock selection in the consumer staples and basic materials sectors further boosted relative performance. However, there were no individual stocks within either sector that were among the top relative contributors for the period.
In other sectors, overweight positions in independent oil refiner Valero Energy, pharmaceutical company Endo International (Ireland) and eye care and skin care products company Allergan strengthened relative results. Not owning integrated oil and gas company Exxon Mobile and natural gas pipelines operator Kinder Morgan also aided relative returns.
Respectfully,
Joseph MacDougall
Portfolio Manager
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
3
MFS Core Equity Portfolio
Management Review – continued
The views expressed in this report are those of the portfolio manager 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.
4
MFS Core Equity Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/12/97 | | (0.21)% | | 11.54% | | 7.38% | | |
| | Service Class | | 8/24/01 | | (0.40)% | | 11.26% | | 7.11% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | Russell 3000 Index (f) | | 0.48% | | 12.18% | | 7.35% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
Russell 3000 Index – 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.
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.
5
MFS Core Equity Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.86% | | | | $1,000.00 | | | | $963.34 | | | | $4.26 | |
| Hypothetical (h) | | | 0.86% | | | | $1,000.00 | | | | $1,020.87 | | | | $4.38 | |
Service Class | | Actual | | | 1.11% | | | | $1,000.00 | | | | $962.36 | | | | $5.49 | |
| Hypothetical (h) | | | 1.11% | | | | $1,000.00 | | | | $1,019.61 | | | | $5.65 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Notes to Expense Table
Expense ratios include 0.02% of investment related expenses from short sales (as described in Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
6
MFS Core Equity Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 99.1% | | | | | |
Aerospace – 3.6% | | | | | | | | |
Honeywell International, Inc. | | | 22,814 | | | $ | 2,362,846 | |
Northrop Grumman Corp. | | | 9,588 | | | | 1,810,310 | |
Rockwell Collins, Inc. | | | 9,925 | | | | 916,078 | |
Textron, Inc. | | | 8,534 | | | | 358,513 | |
United Technologies Corp. | | | 18,752 | | | | 1,801,505 | |
| | | | | | | | |
| | | $ | 7,249,252 | |
| | | | | | | | |
Alcoholic Beverages – 0.5% | | | | | | | | |
Constellation Brands, Inc., “A” | | | 6,523 | | | $ | 929,136 | |
| | | | | | | | |
Apparel Manufacturers – 1.0% | | | | | | | | |
Hanesbrands, Inc. | | | 37,811 | | | $ | 1,112,778 | |
PVH Corp. | | | 9,590 | | | | 706,304 | |
Sequential Brands Group, Inc. (a)(l) | | | 23,473 | | | | 185,671 | |
| | | | | | | | |
| | | $ | 2,004,753 | |
| | | | | | | | |
Automotive – 0.5% | | | | | | | | |
LKQ Corp. (a) | | | 31,224 | | | $ | 925,167 | |
| | | | | | | | |
Biotechnology – 1.1% | | | | | | | | |
Alexion Pharmaceuticals, Inc. (a) | | | 12,161 | | | $ | 2,319,711 | |
| | | | | | | | |
Broadcasting – 1.9% | | | | | | | | |
Nielsen Holdings PLC | | | 11,414 | | | $ | 531,892 | |
Time Warner, Inc. | | | 21,119 | | | | 1,365,766 | |
Twenty-First Century Fox, Inc. | | | 72,756 | | | | 1,976,053 | |
| | | | | | | | |
| | | $ | 3,873,711 | |
| | | | | | | | |
Brokerage & Asset Managers – 2.3% | | | | | |
Affiliated Managers Group, Inc. (a) | | | 2,313 | | | $ | 369,525 | |
BlackRock, Inc. | | | 5,157 | | | | 1,756,062 | |
Franklin Resources, Inc. | | | 28,175 | | | | 1,037,404 | |
NASDAQ, Inc. | | | 27,518 | | | | 1,600,722 | |
| | | | | | | | |
| | | $ | 4,763,713 | |
| | | | | | | | |
Business Services – 2.5% | | | | | | | | |
Amdocs Ltd. | | | 3,482 | | | $ | 190,013 | |
Bright Horizons Family Solutions, Inc. (a) | | | 8,347 | | | | 557,580 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 18,768 | | | | 1,126,455 | |
Fidelity National Information Services, Inc. | | | 18,451 | | | | 1,118,131 | |
Gartner, Inc. (a) | | | 11,707 | | | | 1,061,825 | |
Global Payments, Inc. | | | 11,382 | | | | 734,253 | |
Univar, Inc. (a) | | | 17,137 | | | | 291,500 | |
| | | | | | | | |
| | | $ | 5,079,757 | |
| | | | | | | | |
Cable TV – 1.1% | | | | | | | | |
Charter Communications, Inc., “A” (a)(l) | | | 2,947 | | | $ | 539,596 | |
Time Warner Cable, Inc. | | | 9,600 | | | | 1,781,664 | |
| | | | | | | | |
| | | $ | 2,321,260 | |
| | | | | | | | |
Chemicals – 2.1% | | | | | | | | |
Agrium, Inc. | | | 6,343 | | | $ | 566,914 | |
LyondellBasell Industries N.V., “A” | | | 10,261 | | | | 891,681 | |
Monsanto Co. | | | 7,995 | | | | 787,667 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Chemicals – continued | | | | | | | | |
PPG Industries, Inc. | | | 21,499 | | | $ | 2,124,531 | |
| | | | | | | | |
| | | $ | 4,370,793 | |
| | | | | | | | |
Computer Software – 3.4% | | | | | | | | |
Adobe Systems, Inc. (a) | | | 24,678 | | | $ | 2,318,251 | |
Intuit, Inc. | | | 7,095 | | | | 684,668 | |
Microsoft Corp. | | | 10,412 | | | | 577,658 | |
Oracle Corp. | | | 14,179 | | | | 517,959 | |
Qlik Technologies, Inc. (a) | | | 21,361 | | | | 676,289 | |
Salesforce.com, Inc. (a) | | | 28,587 | | | | 2,241,221 | |
| | | | | | | | |
| | | $ | 7,016,046 | |
| | | | | | | | |
Computer Software – Systems – 4.6% | | | | | |
Apple, Inc. (s) | | | 47,135 | | | $ | 4,961,430 | |
EMC Corp. | | | 55,097 | | | | 1,414,891 | |
IMS Health Holdings, Inc. (a) | | | 25,491 | | | | 649,256 | |
NCR Corp. (a) | | | 16,452 | | | | 402,416 | |
Rapid7, Inc. (a)(l) | | | 3,986 | | | | 60,308 | |
Sabre Corp. | | | 28,626 | | | | 800,669 | |
SS&C Technologies Holdings, Inc. | | | 12,931 | | | | 882,799 | |
Western Digital Corp. | | | 3,302 | | | | 198,285 | |
| | | | | | | | |
| | | $ | 9,370,054 | |
| | | | | | | | |
Construction – 0.9% | | | | | | | | |
Interface, Inc. | | | 47,604 | | | $ | 911,141 | |
Sherwin-Williams Co. | | | 3,970 | | | | 1,030,612 | |
| | | | | | | | |
| | | $ | 1,941,753 | |
| | | | | | | | |
Consumer Products – 2.0% | | | | | | | | |
Estee Lauder Cos., Inc., “A” | | | 17,263 | | | $ | 1,520,180 | |
Kimberly-Clark Corp. | | | 15,439 | | | | 1,965,380 | |
Newell Rubbermaid, Inc. | | | 11,515 | | | | 507,581 | |
| | | | | | | | |
| | | $ | 3,993,141 | |
| | | | | | | | |
Consumer Services – 1.1% | | | | | | | | |
Nord Anglia Education, Inc. (a) | | | 40,684 | | | $ | 825,072 | |
Priceline Group, Inc. (a) | | | 1,064 | | | | 1,356,544 | |
| | | | | | | | |
| | | $ | 2,181,616 | |
| | | | | | | | |
Containers – 0.5% | | | | | | | | |
Crown Holdings, Inc. (a) | | | 5,396 | | | $ | 273,577 | |
Graphic Packaging Holding Co. | | | 19,037 | | | | 244,245 | |
Multi Packaging Solutions International Ltd. (a) | | | 31,637 | | | | 548,902 | |
| | | | | | | | |
| | | $ | 1,066,724 | |
| | | | | | | | |
Electrical Equipment – 2.1% | | | | | | | | |
Advanced Drainage Systems, Inc. | | | 19,275 | | | $ | 463,178 | |
AMETEK, Inc. | | | 21,419 | | | | 1,147,844 | |
Danaher Corp. | | | 24,316 | | | | 2,258,470 | |
W.W. Grainger, Inc. | | | 1,974 | | | | 399,913 | |
| | | | | | | | |
| | | $ | 4,269,405 | |
| | | | | | | | |
7
MFS Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Electronics – 3.7% | | | | | | | | |
Analog Devices, Inc. | | | 15,070 | | | $ | 833,672 | |
Avago Technologies Ltd. | | | 17,518 | | | | 2,542,738 | |
KLA-Tencor Corp. | | | 8,978 | | | | 622,624 | |
Mellanox Technologies Ltd. (a) | | | 14,105 | | | | 594,385 | |
Texas Instruments, Inc. | | | 49,800 | | | | 2,729,538 | |
Ultratech, Inc. (a) | | | 13,629 | | | | 270,127 | |
| | | | | | | | |
| | | $ | 7,593,084 | |
| | | | | | | | |
Energy – Independent – 4.4% | | | | | | | | |
Anadarko Petroleum Corp. | | | 9,652 | | | $ | 468,894 | |
Concho Resources, Inc. (a) | | | 2,558 | | | | 237,536 | |
Energen Corp. | | | 2,984 | | | | 122,314 | |
EOG Resources, Inc. | | | 11,544 | | | | 817,200 | |
Hess Corp. | | | 62,436 | | | | 3,026,897 | |
Memorial Resource Development Corp. (a) | | | 26,025 | | | | 420,304 | |
Noble Energy, Inc. | | | 8,812 | | | | 290,179 | |
PDC Energy, Inc. (a) | | | 2,225 | | | | 118,771 | |
Pioneer Natural Resources Co. | | | 2,931 | | | | 367,489 | |
Valero Energy Corp. | | | 43,350 | | | | 3,065,279 | |
| | | | | | | | |
| | | $ | 8,934,863 | |
| | | | | | | | |
Food & Beverages – 3.4% | | | | | | | | |
Archer Daniels Midland Co. | | | 17,932 | | | $ | 657,746 | |
Coca-Cola Co. | | | 50,650 | | | | 2,175,924 | |
Freshpet, Inc. (a)(l) | | | 24,390 | | | | 207,071 | |
J.M. Smucker Co. | | | 7,954 | | | | 981,046 | |
Mead Johnson Nutrition Co., “A” | | | 7,222 | | | | 570,177 | |
Mondelez International, Inc. | | | 30,808 | | | | 1,381,431 | |
Snyders-Lance, Inc. | | | 5,998 | | | | 205,731 | |
WhiteWave Foods Co., “A” (a) | | | 18,543 | | | | 721,508 | |
| | | | | | | | |
| | | $ | 6,900,634 | |
| | | | | | | | |
Food & Drug Stores – 1.2% | | | | | | | | |
CVS Health Corp. | | | 24,205 | | | $ | 2,366,523 | |
| | | | | | | | |
Gaming & Lodging – 0.2% | | | | | | | | |
La Quinta Holdings, Inc. (a) | | | 24,932 | | | $ | 339,325 | |
| | | | | | | | |
General Merchandise – 2.2% | | | | | | | | |
Costco Wholesale Corp. | | | 7,684 | | | $ | 1,240,966 | |
Dollar Tree, Inc. (a) | | | 15,078 | | | | 1,164,323 | |
Five Below, Inc. (a) | | | 33,341 | | | | 1,070,246 | |
Target Corp. | | | 13,305 | | | | 966,076 | |
| | | | | | | | |
| | | $ | 4,441,611 | |
| | | | | | | | |
Health Maintenance Organizations – 1.3% | | | | | |
Cigna Corp. | | | 5,523 | | | $ | 808,181 | |
UnitedHealth Group, Inc. | | | 15,623 | | | | 1,837,890 | |
| | | | | | | | |
| | | $ | 2,646,071 | |
| | | | | | | | |
Insurance – 2.7% | | | | | | | | |
ACE Ltd. | | | 7,902 | | | $ | 923,349 | |
American International Group, Inc. (s) | | | 48,251 | | | | 2,990,114 | |
Aon PLC | | | 9,378 | | | | 864,745 | |
MetLife, Inc. | | | 13,979 | | | | 673,928 | |
| | | | | | | | |
| | | $ | 5,452,136 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Internet – 3.9% | | | | | | | | |
Alphabet, Inc., “A” (a) | | | 4,635 | | | $ | 3,606,076 | |
Alphabet, Inc., “C” (a) | | | 2,893 | | | | 2,195,440 | |
Facebook, Inc., “A “ (a) | | | 6,301 | | | | 659,463 | |
LinkedIn Corp., “A” (a) | | | 6,198 | | | | 1,395,046 | |
| | | | | | | | |
| | | $ | 7,856,025 | |
| | | | | | | | |
Machinery & Tools – 2.1% | | | | | | | | |
Allison Transmission Holdings, Inc. | | | 29,056 | | | $ | 752,260 | |
Illinois Tool Works, Inc. | | | 8,329 | | | | 771,932 | |
IPG Photonics Corp. (a) | | | 7,978 | | | | 711,318 | |
Roper Technologies, Inc. | | | 10,253 | | | | 1,945,917 | |
| | | | | | | | |
| | | $ | 4,181,427 | |
| | | | | | | | |
Major Banks – 4.5% | | | | | | | | |
Goldman Sachs Group, Inc. | | | 9,760 | | | $ | 1,759,045 | |
JPMorgan Chase & Co. (s) | | | 56,859 | | | | 3,754,400 | |
Wells Fargo & Co. | | | 66,370 | | | | 3,607,873 | |
| | | | | | | | |
| | | $ | 9,121,318 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.6% | |
Cerner Corp. (a) | | | 4,418 | | | $ | 265,831 | |
Community Health Systems, Inc. (a) | | | 6,095 | | | | 161,700 | |
HCA Holdings, Inc. (a) | | | 5,954 | | | | 402,669 | |
Healthcare Services Group, Inc. | | | 4,756 | | | | 165,842 | |
Henry Schein, Inc. (a) | | | 2,724 | | | | 430,910 | |
McKesson Corp. | | | 7,346 | | | | 1,448,852 | |
MEDNAX, Inc. (a) | | | 5,420 | | | | 388,397 | |
| | | | | | | | |
| | | $ | 3,264,201 | |
| | | | | | | | |
Medical Equipment – 4.2% | | | | | | | | |
Abbott Laboratories | | | 32,742 | | | $ | 1,470,443 | |
Cepheid, Inc. (a) | | | 9,814 | | | | 358,505 | |
Cooper Cos., Inc. | | | 5,332 | | | | 715,554 | |
DexCom, Inc. (a) | | | 3,963 | | | | 324,570 | |
Insulet Corp. (a) | | | 7,042 | | | | 266,258 | |
Medtronic PLC | | | 28,097 | | | | 2,161,221 | |
OraSure Technologies, Inc. (a) | | | 33,809 | | | | 217,730 | |
PerkinElmer, Inc. | | | 8,191 | | | | 438,792 | |
Steris PLC | | | 4,045 | | | | 304,750 | |
Stryker Corp. | | | 18,707 | | | | 1,738,629 | |
VWR Corp. (a) | | | 18,108 | | | | 512,637 | |
| | | | | | | | |
| | | $ | 8,509,089 | |
| | | | | | | | |
Metals & Mining – 0.1% | | | | | | | | |
First Quantum Minerals Ltd. | | | 20,136 | | | $ | 75,381 | |
Lundin Mining Corp. (a) | | | 82,316 | | | | 226,061 | |
| | | | | | | | |
| | | $ | 301,442 | |
| | | | | | | | |
Natural Gas – Distribution – 0.4% | | | | | | | | |
Sempra Energy | | | 8,157 | | | $ | 766,840 | |
| | | | | | | | |
Natural Gas – Pipeline – 0.6% | | | | | | | | |
Enterprise Products Partners LP | | | 25,322 | | | $ | 647,737 | |
EQT GP Holdings LP | | | 3,953 | | | | 82,064 | |
Williams Partners LP | | | 15,106 | | | | 420,702 | |
| | | | | | | | |
| | | $ | 1,150,503 | |
| | | | | | | | |
8
MFS Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Network & Telecom – 1.0% | | | | | | | | |
Cisco Systems, Inc. | | | 65,170 | | | $ | 1,769,691 | |
Ixia (a) | | | 27,514 | | | | 341,999 | |
| | | | | | | | |
| | | $ | 2,111,690 | |
| | | | | | | | |
Oil Services – 1.2% | | | | | | | | |
Forum Energy Technologies, Inc. (a) | | | 14,645 | | | $ | 182,477 | |
Halliburton Co. | | | 15,684 | | | | 533,883 | |
Oil States International, Inc. (a) | | | 6,930 | | | | 188,843 | |
Schlumberger Ltd. | | | 21,418 | | | | 1,493,906 | |
| | | | | | | | |
| | | $ | 2,399,109 | |
| | | | | | | | |
Other Banks & Diversified Financials – 5.6% | |
American Express Co. | | | 30,687 | | | $ | 2,134,281 | |
Discover Financial Services | | | 36,236 | | | | 1,942,974 | |
EuroDekania Ltd. | | | 151,350 | | | | 54,895 | |
Fifth Third Bancorp | | | 66,697 | | | | 1,340,610 | |
First Republic Bank | | | 11,408 | | | | 753,612 | |
Synchrony Financial (a) | | | 16,566 | | | | 503,772 | |
Texas Capital Bancshares, Inc. (a) | | | 17,662 | | | | 872,856 | |
Visa, Inc., “A” | | | 32,339 | | | | 2,507,889 | |
Wintrust Financial Corp. | | | 25,379 | | | | 1,231,389 | |
| | | | | | | | |
| | | $ | 11,342,278 | |
| | | | | | | | |
Pharmaceuticals – 6.2% | | | | | | | | |
Allergan PLC (a) | | | 8,753 | | | $ | 2,735,313 | |
Bristol-Myers Squibb Co. | | | 34,343 | | | | 2,362,455 | |
Eli Lilly & Co. | | | 29,150 | | | | 2,456,179 | |
Endo International PLC (a) | | | 19,914 | | | | 1,219,135 | |
Merck & Co., Inc. | | | 40,384 | | | | 2,133,083 | |
TherapeuticsMD, Inc. (a) | | | 16,052 | | | | 166,459 | |
Valeant Pharmaceuticals International, Inc. (a) | | | 15,714 | | | | 1,597,328 | |
| | | | | | | | |
| | | $ | 12,669,952 | |
| | | | | | | | |
Railroad & Shipping – 1.1% | | | | | | | | |
Canadian Pacific Railway Ltd. | | | 6,651 | | | $ | 848,668 | |
Union Pacific Corp. | | | 18,342 | | | | 1,434,344 | |
| | | | | | | | |
| | | $ | 2,283,012 | |
| | | | | | | | |
Real Estate – 3.7% | | | | | | | | |
Equity Lifestyle Properties, Inc., REIT | | | 15,013 | | | $ | 1,000,917 | |
Gramercy Property Trust, Inc., REIT | | | 124,034 | | | | 957,542 | |
Medical Properties Trust, Inc., REIT | | | 188,044 | | | | 2,164,386 | |
Mid-America Apartment Communities, Inc., REIT | | | 15,097 | | | | 1,370,959 | |
STAG Industrial, Inc., REIT | | | 15,642 | | | | 288,595 | |
Tanger Factory Outlet Centers, Inc., REIT | | | 41,775 | | | | 1,366,043 | |
WP GLIMCHER, Inc., REIT | | | 39,299 | | | | 416,962 | |
| | | | | | | | |
| | | $ | 7,565,404 | |
| | | | | | | | |
Restaurants – 1.4% | | | | | | | | |
Aramark | | | 31,095 | | | $ | 1,002,814 | |
Chuy’s Holdings, Inc. (a) | | | 1,024 | | | | 32,092 | |
Domino’s Pizza, Inc. | | | 5,406 | | | | 601,418 | |
Wingstop, Inc. (a)(l) | | | 8,847 | | | | 201,800 | |
YUM! Brands, Inc. | | | 12,785 | | | | 933,944 | |
| | | | | | | | |
| | | $ | 2,772,068 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Specialty Chemicals – 1.1% | | | | | | | | |
Albemarle Corp. | | | 16,458 | | | $ | 921,813 | |
Ecolab, Inc. | | | 6,443 | | | | 736,950 | |
W.R. Grace & Co. (a) | | | 6,853 | | | | 682,490 | |
| | | | | | | | |
| | | $ | 2,341,253 | |
| | | | | | | | |
Specialty Stores – 3.8% | | | | | | | | |
Amazon.com, Inc. (a) | | | 2,595 | | | $ | 1,753,935 | |
American Eagle Outfitters, Inc. | | | 43,548 | | | | 674,994 | |
AutoZone, Inc. (a) | | | 1,122 | | | | 832,423 | |
Burlington Stores, Inc. (a) | | | 11,349 | | | | 486,872 | |
Cabela’s, Inc. (a) | | | 11,266 | | | | 526,460 | |
Gap, Inc. | | | 28,685 | | | | 708,520 | |
Ross Stores, Inc. | | | 18,632 | | | | 1,002,588 | |
Sally Beauty Holdings, Inc. (a) | | | 31,685 | | | | 883,695 | |
Urban Outfitters, Inc. (a) | | | 41,404 | | | | 941,941 | |
| | | | | | | | |
| | | $ | 7,811,428 | |
| | | | | | | | |
Telecommunications – Wireless – 1.3% | |
American Tower Corp., REIT | | | 28,150 | | | $ | 2,729,143 | |
| | | | | | | | |
Telephone Services – 1.0% | | | | | | | | |
Verizon Communications, Inc. | | | 43,840 | | | $ | 2,026,285 | |
| | | | | | | | |
Tobacco – 1.2% | | | | | | | | |
Altria Group, Inc. | | | 20,681 | | | $ | 1,203,841 | |
Philip Morris International, Inc. | | | 7,326 | | | | 644,029 | |
Reynolds American, Inc. | | | 11,943 | | | | 551,169 | |
| | | | | | | | |
| | | $ | 2,399,039 | |
| | | | | | | | |
Trucking – 0.5% | | | | | | | | |
FedEx Corp. | | | 2,499 | | | $ | 372,326 | |
Swift Transportation Co. (a) | | | 43,861 | | | | 606,159 | |
| | | | | | | | |
| | | $ | 978,485 | |
| | | | | | | | |
Utilities – Electric Power – 2.3% | | | | | | | | |
Alliant Energy Corp. | | | 6,070 | | | $ | 379,072 | |
American Electric Power Co., Inc. | | | 1,738 | | | | 101,273 | |
Calpine Corp. (a) | | | 28,779 | | | | 416,432 | |
CMS Energy Corp. | | | 13,365 | | | | 482,209 | |
Dominion Resources, Inc. | | | 10,306 | | | | 697,098 | |
Edison International | | | 7,739 | | | | 458,226 | |
Exelon Corp. | | | 19,028 | | | | 528,408 | |
NextEra Energy, Inc. | | | 7,377 | | | | 766,397 | |
Xcel Energy, Inc. | | | 23,583 | | | | 846,866 | |
| | | | | | | | |
| | | $ | 4,675,981 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $171,745,380) | | | | | | $ | 201,606,211 | |
| | | | | | | | |
CONVERTIBLE PREFERRED STOCKS – 0.3% | | | | | |
Telephone Services – 0.3% | | | | | | | | |
Frontier Communications Corp., 11.125% (Identified Cost, $711,320) | | | 7,504 | | | $ | 687,216 | |
| | | | | | | | |
MONEY MARKET FUNDS – 0.2% | | | | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 455,874 | | | $ | 455,874 | |
| | | | | | | | |
9
MFS Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COLLATERAL FOR SECURITIES LOANED – 0.3% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | 525,255 | | | $ | 525,255 | |
| | | | | | | | |
Total Investments (Identified Cost, $173,437,829) | | | | | | $ | 203,274,556 | |
| | | | | | | | |
SECURITIES SOLD SHORT – (0.4)% | | | | | |
Telecommunications – Wireless – (0.2)% | |
Crown Castle International Corp., REIT | | | (4,189 | ) | | $ | (362,139 | ) |
| | | | | | | | |
Trucking – (0.2)% | | | | | | | | |
United Parcel Service, Inc., “B” | | | (4,754 | ) | | $ | (457,477 | ) |
| | | | | | | | |
Total Securities Sold Short (Proceeds Received, $802,480) | | | | | | $ | (819,616 | ) |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.5% | | | | | | | 1,077,286 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 203,532,226 | |
(a) | | Non-income producing security. |
(j) | | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | | A portion of this security is on loan. |
(s) | | Security or a portion of the security was pledged to cover collateral requirements for securities sold short. |
(v) | | Underlying affiliated fund 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. |
At December 31, 2015, the fund had other liquid securities with an aggregate value of $1,457,573 to cover any commitments for securities sold short.
The following abbreviations are used in this report and are defined:
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
10
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $172,981,955) | | | $202,818,682 | | | | | |
Underlying affiliated funds, at cost and value | | | 455,874 | | | | | |
Total investments, at value, including $584,678 of securities on loan (identified cost, $173,437,829) | | | $203,274,556 | | | | | |
Cash | | | 15,723 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 1,484,078 | | | | | |
Fund shares sold | | | 31,612 | | | | | |
Interest and dividends | | | 259,949 | | | | | |
Other assets | | | 1,997 | | | | | |
Total assets | | | | | | | $205,067,915 | |
Liabilities | | | | | | | | |
Due to broker | | | $596 | | | | | |
Payables for | | | | | | | | |
Securities sold short, at value (proceeds received, $802,480) | | | 819,616 | | | | | |
Fund shares reacquired | | | 133,142 | | | | | |
Collateral for securities loaned, at value (c) | | | 525,255 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 8,592 | | | | | |
Shareholder servicing costs | | | 85 | | | | | |
Distribution and/or service fees | | | 653 | | | | | |
Payable for independent Trustees’ compensation | | | 83 | | | | | |
Accrued expenses and other liabilities | | | 47,667 | | | | | |
Total liabilities | | | | | | | $1,535,689 | |
Net assets | | | | | | | $203,532,226 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $156,726,920 | | | | | |
Unrealized appreciation (depreciation) on investments | | | 29,819,591 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 15,545,243 | | | | | |
Undistributed net investment income | | | 1,440,472 | | | | | |
Net assets | | | | | | | $203,532,226 | |
Shares of beneficial interest outstanding | | | | | | | 9,583,097 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $156,449,646 | | | | 7,351,437 | | | | $21.28 | |
Service Class | | | 47,082,580 | | | | 2,231,660 | | | | 21.10 | |
(c) Non-cash collateral is not included.
See Notes to Financial Statements
11
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 12/31/15 | | | | | |
Net investment income | | | | | |
Income | | | | | | | | |
Dividends | | | $3,265,551 | | | | | |
Interest | | | 33,298 | | | | | |
Dividends from underlying affiliated funds | | | 1,587 | | | | | |
Foreign taxes withheld | | | (5,341 | ) | | | | |
Total investment income | | | | | | | $3,295,095 | |
Expenses | | | | | | | | |
Management fee | | | $1,542,611 | | | | | |
Distribution and/or service fees | | | 123,095 | | | | | |
Shareholder servicing costs | | | 11,359 | | | | | |
Administrative services fee | | | 41,736 | | | | | |
Independent Trustees’ compensation | | | 4,931 | | | | | |
Custodian fee | | | 29,625 | | | | | |
Shareholder communications | | | 15,352 | | | | | |
Audit and tax fees | | | 56,964 | | | | | |
Legal fees | | | 13,769 | | | | | |
Dividend and interest expense on securities sold short | | | 28,639 | | | | | |
Miscellaneous | | | 18,763 | | | | | |
Total expenses | | | | | | | $1,886,844 | |
Fees paid indirectly | | | (14 | ) | | | | |
Reduction of expenses by investment adviser | | | (14,367 | ) | | | | |
Net expenses | | | | | | | $1,872,463 | |
Net investment income | | | | | | | $1,422,632 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $15,831,471 | | | | | |
Securities sold short | | | (64,276 | ) | | | | |
Foreign currency | | | 2 | | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $15,767,197 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(18,840,880 | ) | | | | |
Securities sold short | | | 35,995 | | | | | |
Net unrealized gain (loss) on investments | | | | | | | $(18,804,885 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(3,037,688 | ) |
Change in net assets from operations | | | | | | | $(1,615,056 | ) |
See Notes to Financial Statements
12
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $1,422,632 | | | | $1,098,096 | |
Net realized gain (loss) on investments and foreign currency | | | 15,767,197 | | | | 16,480,956 | |
Net unrealized gain (loss) on investments | | | (18,804,885 | ) | | | (53,240 | ) |
Change in net assets from operations | | | $(1,615,056 | ) | | | $17,525,812 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(1,082,329 | ) | | | $(1,201,680 | ) |
From net realized gain on investments | | | (16,601,001 | ) | | | (2,447,779 | ) |
Total distributions declared to shareholders | | | $(17,683,330 | ) | | | $(3,649,459 | ) |
Change in net assets from fund share transactions | | | $58,191,548 | | | | $(16,674,844 | ) |
Total change in net assets | | | $38,893,162 | | | | $(2,798,491 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 164,639,064 | | | | 167,437,555 | |
At end of period (including undistributed net investment income of $1,440,472 and $1,097,921, respectively) | | | $203,532,226 | | | | $164,639,064 | |
See Notes to Financial Statements
13
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | | $23.40 | | | | $21.49 | | | | $16.12 | | | | $13.95 | | | | $14.23 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.17 | | | | $0.16 | | | | $0.16 | | | | $0.17 | | | | $0.11 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.35 | ) | | | 2.27 | | | | 5.40 | | | | 2.12 | | | | (0.25 | ) |
Total from investment operations | | | $(0.18 | ) | | | $2.43 | | | | $5.56 | | | | $2.29 | | | | $(0.14 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.13 | ) | | | $(0.18 | ) | | | $(0.19 | ) | | | $(0.12 | ) | | | $(0.14 | ) |
From net realized gain on investments | | | (1.81 | ) | | | (0.34 | ) | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.94 | ) | | | $(0.52 | ) | | | $(0.19 | ) | | | $(0.12 | ) | | | $(0.14 | ) |
Net asset value, end of period (x) | | | $21.28 | | | | $23.40 | | | | $21.49 | | | | $16.12 | | | | $13.95 | |
Total return (%) (k)(r)(s)(x) | | | (0.21 | ) | | | 11.38 | | | | 34.62 | | | | 16.46 | | | | (0.94 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.86 | | | | 0.85 | | | | 0.85 | | | | 0.85 | | | | 0.88 | |
Expenses after expense reductions (f) | | | 0.85 | | | | 0.84 | | | | 0.85 | | | | 0.85 | | | | 0.87 | |
Net investment income | | | 0.75 | | | | 0.74 | | | | 0.85 | | | | 1.10 | | | | 0.75 | |
Portfolio turnover | | | 50 | | | | 48 | | | | 55 | | | | 63 | | | | 65 | |
Net assets at end of period (000 omitted) | | | $156,450 | | | | $115,826 | | | | $117,044 | | | | $97,349 | | | | $96,375 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale dividend and interest expense (f) | | | 0.84 | | | | 0.84 | | | | 0.84 | | | | 0.85 | | | | 0.87 | |
See Notes to Financial Statements
14
MFS Core Equity Portfolio
FINANCIAL STATEMENTS | FINANCIAL HIGHLIGHTS
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $23.20 | | | | $21.32 | | | | $16.00 | | | | $13.84 | | | | $14.13 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.11 | | | | $0.11 | | | | $0.11 | | | | $0.13 | | | | $0.07 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.33 | ) | | | 2.24 | | | | 5.36 | | | | 2.11 | | | | (0.25 | ) |
Total from investment operations | | | $(0.22 | ) | | | $2.35 | | | | $5.47 | | | | $2.24 | | | | $(0.18 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.07 | ) | | | $(0.13 | ) | | | $(0.15 | ) | | | $(0.08 | ) | | | $(0.11 | ) |
From net realized gain on investments | | | (1.81 | ) | | | (0.34 | ) | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.88 | ) | | | $(0.47 | ) | | | $(0.15 | ) | | | $(0.08 | ) | | | $(0.11 | ) |
Net asset value, end of period (x) | | | $21.10 | | | | $23.20 | | | | $21.32 | | | | $16.00 | | | | $13.84 | |
Total return (%) (k)(r)(s)(x) | | | (0.40 | ) | | | 11.07 | | | | 34.28 | | | | 16.24 | | | | (1.25 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.11 | | | | 1.10 | | | | 1.10 | | | | 1.10 | | | | 1.13 | |
Expenses after expense reductions (f) | | | 1.10 | | | | 1.09 | | | | 1.10 | | | | 1.10 | | | | 1.12 | |
Net investment income | | | 0.50 | | | | 0.49 | | | | 0.60 | | | | 0.85 | | | | 0.51 | |
Portfolio turnover | | | 50 | | | | 48 | | | | 55 | | | | 63 | | | | 65 | |
Net assets at end of period (000 omitted) | | | $47,083 | | | | $48,813 | | | | $50,394 | | | | $41,707 | | | | $37,337 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale dividend and interest expense (f) | | | 1.09 | | | | 1.09 | | | | 1.09 | | | | 1.10 | | | | 1.12 | |
(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
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 January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Equity securities held short, for which there were no sales reported for 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. Values obtained from 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 halting 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 on a frequent basis after foreign markets close (such as developments in foreign markets and
16
MFS Core Equity Portfolio
Notes to Financial Statements – continued
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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $198,099,108 | | | | $— | | | | $— | | | | $198,099,108 | |
Canada | | | 3,314,352 | | | | — | | | | — | | | | 3,314,352 | |
Hong Kong | | | 825,072 | | | | — | | | | — | | | | 825,072 | |
Cayman Islands | | | — | | | | — | | | | 54,895 | | | | 54,895 | |
Mutual Funds | | | 981,129 | | | | — | | | | — | | | | 981,129 | |
Total Investments | | | $203,219,661 | | | | $— | | | | $54,895 | | | | $203,274,556 | |
Short Sales | | | $(819,616 | ) | | | $— | | | | $— | | | | $(819,616 | ) |
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 fund’s policy is to recognize transfers between the levels as of the end of the period. The table presents the activity of level 3 securities held at the beginning and the end of the period.
| | | | |
| | Equity Securities | |
Balance as of 12/31/14 | | | $54,741 | |
Change in unrealized appreciation (depreciation) | | | (18,279 | ) |
Acquired in merger | | | 18,433 | |
Balance as of 12/31/15 | | | $54,895 | |
The net change in unrealized appreciation (depreciation) from investments still held as level 3 at December 31, 2015 is $(18,279). At December 31, 2015, 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.
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, 2015, this expense amounted to $28,639. 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.
17
MFS Core Equity Portfolio
Notes to Financial Statements – continued
Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $584,678. The fair value of the fund’s investment securities on loan and a related liability of $525,255 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $77,046. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to wash sale loss deferrals.
18
MFS Core Equity Portfolio
Notes to Financial Statements – continued
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $4,876,102 | | | | $1,201,680 | |
Long-term capital gains | | | 12,807,228 | | | | 2,447,779 | |
Total distributions | | | $17,683,330 | | | | $3,649,459 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $173,852,631 | |
Gross appreciation | | | 40,315,454 | |
Gross depreciation | | | (10,893,529 | ) |
Net unrealized appreciation (depreciation) | | | $29,421,925 | |
Undistributed ordinary income | | | 4,370,139 | |
Undistributed long-term capital gain | | | 13,063,957 | |
Other temporary differences | | | (50,715 | ) |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $931,205 | | | | $921,244 | | | | $12,815,505 | | | | $1,709,770 | |
Service Class | | | 151,124 | | | | 280,436 | | | | 3,785,496 | | | | 738,009 | |
Total | | | $1,082,329 | | | | $1,201,680 | | | | $16,601,001 | | | | $2,447,779 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.75% | |
Average daily net assets in excess of $1 billion | | | 0.65% | |
The investment adviser has agreed in writing to reduce its management fee to 0.60% of average daily net assets in excess of $2.5 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2017. For the year ended December 31, 2015, the fund’s average daily net assets did not exceed $2.5 billion and therefore, the management fee was not reduced in accordance with this agreement. MFS has also 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, 2015, this management fee reduction amounted to $14,367, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.
Effective March 28, 2015, 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, 2017. For the period from March 28, 2015 through December 31, 2015, 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.
19
MFS Core Equity Portfolio
Notes to Financial Statements – continued
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, 2015, the fee was $10,918, which equated to 0.0053% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $441.
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, 2015 was equivalent to an annual effective rate of 0.0203% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $652 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
(4) Portfolio Securities
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $98,683,457 and $122,048,590, respectively. Purchases exclude the value of securities acquired in connection with the MFS Core Equity Series merger. (See Note 8.)
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 245,402 | | | | $5,750,122 | | | | 174,011 | | | | $3,827,167 | |
Service Class | | | 259,861 | | | | 5,882,518 | | | | 251,018 | | | | 5,503,108 | |
| | | 505,263 | | | | $11,632,640 | | | | 425,029 | | | | $9,330,275 | |
Shares issued in connection with acquisition of MFS Core Equity Series | | | | | | | | | | | | | | | | |
Initial Class | | | 2,543,983 | | | | $60,953,837 | | | | | | | | | |
Service Class | | | 168,899 | | | | 4,011,358 | | | | | | | | | |
| | | 2,712,882 | | | | $64,965,195 | | | | | | | | | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 689,059 | | | | $13,746,710 | | | | 115,548 | | | | $2,631,014 | |
Service Class | | | 198,819 | | | | 3,936,620 | | | | 45,064 | | | | 1,018,445 | |
| | | 887,878 | | | | $17,683,330 | | | | 160,612 | | | | $3,649,459 | |
20
MFS Core Equity Portfolio
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (1,077,372 | ) | | | $(24,650,760 | ) | | | (785,003 | ) | | | $(17,414,315 | ) |
Service Class | | | (499,870 | ) | | | (11,438,857 | ) | | | (555,931 | ) | | | (12,240,263 | ) |
| | | (1,577,242 | ) | | | $(36,089,617 | ) | | | (1,340,934 | ) | | | $(29,654,578 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | 2,401,072 | | | | $55,799,909 | | | | (495,444 | ) | | | $(10,956,134 | ) |
Service Class | | | 127,709 | | | | 2,391,639 | | | | (259,849 | ) | | | (5,718,710 | ) |
| | | 2,528,781 | | | | $58,191,548 | | | | (755,293 | ) | | | $(16,674,844 | ) |
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $700 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 2,418,386 | | | | 38,182,765 | | | | (40,145,277 | ) | | | 455,874 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $1,587 | | | | $455,874 | |
(8) Acquisitions
At close of business on March 27, 2015, the fund with net assets of approximately $164,864,316, acquired all of the assets and liabilities of MFS Core Equity Series, a series of MFS Variable Insurance Trust. The purpose of the transaction was to provide shareholders of MFS Core Equity Series the opportunity to participate in a larger combined portfolio with an identical investment objective, investment policies and strategies. The acquisition was accomplished by a tax-free exchange of approximately 2,712,882 shares of the fund (valued at approximately $64,965,195) for all of the assets and liabilities of MFS Core Equity Series. MFS Core Equity Series then distributed the shares of the fund that MFS Core Equity Series received from the fund to its shareholders. MFS Core Equity Series’ investments on that date were valued at approximately $67,331,560 with a cost basis of approximately $56,001,514. For financial reporting purposes, assets received and shares issued by the fund were recorded at fair value; however, the cost basis of the investments received from MFS Core Equity Series were carried forward to align ongoing reporting of the fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of MFS Core Equity Series that have been included in the fund’s Statement of Operations since March 27, 2015.
Assuming the acquisition had been completed on January 1, 2015, the fund’s pro forma results of operations for the year ended December 31, 2015 are as follows:
| | | | |
Net investment income | | | $1,568,452 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (1,545,257 | ) |
Change in net assets from operations | | | $23,195 | |
21
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Core Equity Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Core Equity Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
22
MFS Core Equity Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
23
MFS Core Equity Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
24
MFS Core Equity Portfolio
Trustees and Officers – continued
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 Joseph MacDougall | | |
25
MFS Core Equity Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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.
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
26
MFS Core Equity Portfolio
Board Review of Investment Advisory Agreement – continued
total expense ratios of peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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, and that MFS has agreed in writing to further reduce its advisory fee rate on the Fund’s average daily net assets over $2.5 billion, which may not be changed without the Trustees’ approval. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
27
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $14,088,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 44.93% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
28
rev. 3/11
| | | | |
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. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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
ANNUAL REPORT
December 31, 2015
MFS® EMERGING MARKETS EQUITY PORTFOLIO
MFS® Variable Insurance Trust II
FCE-ANN
MFS® EMERGING MARKETS 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
MFS Emerging Markets Equity Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Emerging Markets Equity Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
[CHART]
| | | | |
Top ten holdings | | | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 6.1% | |
Naspers Ltd. | | | 3.8% | |
Samsung Electronics Co. Ltd. | | | 2.9% | |
China Construction Bank | | | 2.9% | |
Housing Development Finance Corp. Ltd. | | | 2.7% | |
Alibaba Group Holding Ltd., ADR | | | 2.5% | |
China Resources Gas Group Ltd. | | | 2.1% | |
LG Household & Health Care Ltd. | | | 2.0% | |
Hon Hai Precision Industry Co. Ltd. | | | 1.8% | |
AIA Group Ltd. | | | 1.8% | |
| |
Equity sectors | | | | |
Financial Services | | | 27.5% | |
Technology | | | 20.5% | |
Consumer Staples | | | 11.4% | |
Retailing | | | 10.3% | |
Energy | | | 4.9% | |
Autos & Housing | | | 4.6% | |
Leisure | | | 4.5% | |
Utilities & Communications | | | 3.9% | |
Special Products & Services | | | 3.8% | |
Basic Materials | | | 3.3% | |
Health Care | | | 2.4% | |
Transportation | | | 1.2% | |
Industrial Goods & Services | | | 0.7% | |
| | | | |
Issuer country weightings (x) | | | | |
China | | | 16.7% | |
South Korea | | | 12.3% | |
Taiwan | | | 11.2% | |
Hong Kong | | | 10.8% | |
India | | | 10.2% | |
South Africa | | | 7.3% | |
Brazil | | | 4.9% | |
Mexico | | | 4.4% | |
United States | | | 4.3% | |
Other Countries | | | 17.9% | |
| |
Currency exposure weightings (y) | | | | |
Hong Kong Dollar | | | 22.1% | |
South Korean Won | | | 12.3% | |
Taiwan Dollar | | | 11.2% | |
Indian Rupee | | | 10.2% | |
South African Rand | | | 7.3% | |
United States Dollar | | | 6.8% | |
Brazilian Real | | | 4.9% | |
Chinese Renminbi | | | 4.8% | |
Mexican Peso | | | 4.4% | |
Other Currencies | | | 16.0% | |
(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.
Other includes currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Emerging Markets Equity Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Emerging Markets Equity Portfolio (“fund”) provided a total return of –12.89%, while Service Class shares provided a total return of –13.08%. These compare with a return of –14.60% over the same period for the fund’s benchmark, the MSCI Emerging Markets Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
Strong security selection in the financial services sector supported performance relative to the MSCI Emerging Markets Index. Within this sector, the fund’s overweight position in financial services company Housing Development Finance Corp. (India) lifted relative returns as strong results, led by robust retail loan growth, helped push share prices upwards.
Within the autos & housing sector, stock selection was a positive factor that benefited relative performance. Holdings of electrical and electronic products manufacturer Techtronic Industries (b) (Hong Kong) contributed positively to relative returns. Shares outpaced the benchmark on the back of strong organic sales growth, increased net profits and expanded gross margins.
Stocks in other sectors that contributed to relative performance included overweight positions in household goods and cosmetics producer LG Household & Health Care (South Korea), multinational media company Naspers (South Africa), semiconductor manufacturer Taiwan Semiconductor Manufacturing (Taiwan), petrochemical manufacturer LG Chem (South Korea) and piped gas distribution company China Resources Gas Group (China). Holdings of IT company Cognizant Technology Solutions (b), software engineering solutions provider EPAM Systems (b) and beverage producer SABMiller (b) (United Kingdom) further supported relative returns.
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 another 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.
Detractors from Performance
Weak stock selection in the health care sector was a primary factor that weighed on relative results. Within this sector, overweight positions in insurance and healthcare provider Qualicorp (Brazil) and over-the-counter pharmaceutical and personal care products manufacturer Genomma Lab Internacional (Mexico) hurt relative returns. A challenging Brazilian health care market, characterized by higher plan prices and a decline in consumer wages, lowered Qualicorp’s growth rate and weighed on share performance during the reporting period.
Poor security selection in the transportation and energy sectors further subtracted from relative performance. However, within the transportation sector, there were no individual stocks that were among the top relative detractors for the period. Within the energy sector, an overweight position in Chinese coal producer China Shenhua Energy and holding Canadian oil and gas production company Gran Tierra Energy (b) hindered relative returns. Shares of both firms declined as the correction in global commodity markets weighed on results.
3
MFS Emerging Markets Equity Portfolio
Management Review – continued
Stocks in other sectors that detracted from relative performance included not holding internet software service provider Tencent Holdings (China) and overweight positions in integrated circuits manufacturer MediaTek (Taiwan), banking group Kasikornbank (Thailand), Brazilian educational services provider Estacio Participacoes (h), Chinese food producer Want Want China Holdings and Brazilian specialty engineering services company Mills Estruturas e Servicos de Engenharia (b).
Respectfully,
| | |
Jose Luis Garcia | | Robert Lau |
Portfolio Manager | | Portfolio Manager |
(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 managers 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.
4
MFS Emerging Markets Equity Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/05/96 | | (12.89)% | | (5.69)% | | 2.13% | | |
| | Service Class | | 8/24/01 | | (13.08)% | | (5.93)% | | 1.88% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | MSCI Emerging Markets Index (f) | | (14.60)% | | (4.47)% | | 3.95% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
MSCI Emerging Markets Index – 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.
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.
5
MFS Emerging Markets Equity Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 1.40% | | | | $1,000.00 | | | | $867.22 | | | | $6.59 | |
| Hypothetical (h) | | | 1.40% | | | | $1,000.00 | | | | $1,018.15 | | | | $7.12 | |
Service Class | | Actual | | | 1.65% | | | | $1,000.00 | | | | $865.88 | | | | $7.76 | |
| Hypothetical (h) | | | 1.65% | | | | $1,000.00 | | | | $1,016.89 | | | | $8.39 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Emerging Markets Equity Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 98.5% | | | | | | | | |
Airlines – 0.2% | | | | | | | | |
Copa Holdings S.A., “A” (l) | | | 1,696 | | | $ | 81,849 | |
| | | | | | | | |
Alcoholic Beverages – 1.4% | | | | | | | | |
AmBev S.A., ADR | | | 110,163 | | | $ | 491,327 | |
SABMiller PLC | | | 3,404 | | | | 204,215 | |
| | | | | | | | |
| | | $ | 695,542 | |
| | | | | | | | |
Apparel Manufacturers – 3.4% | | | | | | | | |
Belle International Holdings Ltd. | | | 239,000 | | | $ | 177,279 | |
Global Brands Group Holding Ltd. (a) | | | 4,290,000 | | | | 810,349 | |
Stella International Holdings | | | 305,500 | | | | 758,956 | |
| | | | | | | | |
| | | $ | 1,746,584 | |
| | | | | | | | |
Automotive – 2.3% | | | | | | | | |
Bajaj Auto Ltd. | | | 6,067 | | | $ | 231,184 | |
Ford Otomotiv Sanayi A.S. | | | 24,350 | | | | 252,818 | |
Guangzhou Automobile Group Co. Ltd., “H” | | | 4,000 | | | | 3,541 | |
Kia Motors Corp. | | | 15,314 | | | | 682,176 | |
| | | | | | | | |
| | | $ | 1,169,719 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.0% | | | | | |
BM&F Bovespa S.A. | | | 72,488 | | | $ | 198,314 | |
Hong Kong Exchanges & Clearing Ltd. | | | 12,800 | | | | 325,262 | |
| | | | | | | | |
| | | $ | 523,576 | |
| | | | | | | | |
Business Services – 2.8% | | | | | | | | |
Cognizant Technology Solutions Corp., “A” (a) | | | 15,431 | | | $ | 926,169 | |
Tata Consultancy Services Ltd. | | | 13,372 | | | | 490,757 | |
| | | | | | | | |
| | | $ | 1,416,926 | |
| | | | | | | | |
Cable TV – 3.8% | | | | | | | | |
Naspers Ltd. | | | 14,274 | | | $ | 1,951,616 | |
| | | | | | | | |
Computer Software – Systems – 4.1% | | | | | |
EPAM Systems, Inc. (a) | | | 6,486 | | | $ | 509,929 | |
Globant S.A. (a) | | | 13,379 | | | | 501,846 | |
Hon Hai Precision Industry Co. Ltd. | | | 386,950 | | | | 946,408 | |
Linx S.A. | | | 13,800 | | | | 154,525 | |
| | | | | | | | |
| | | $ | 2,112,708 | |
| | | | | | | | |
Conglomerates – 0.7% | | | | | | | | |
First Pacific Co. Ltd. | | | 545,400 | | | $ | 361,721 | |
| | | | | | | | |
Construction – 2.0% | | | | | | | | |
Cemex S.A.B. de C.V., ADR (a) | | | 29,539 | | | $ | 164,532 | |
Techtronic Industries Co. Ltd. | | | 208,500 | | | | 846,983 | |
| | | | | | | | |
| | | $ | 1,011,515 | |
| | | | | | | | |
Consumer Products – 4.9% | | | | | | | | |
Dabur India Ltd. | | | 147,136 | | | $ | 613,616 | |
Hengan International Group Co. Ltd. | | | 89,500 | | | | 839,701 | |
LG Household & Health Care Ltd. | | | 1,168 | | | | 1,035,537 | |
| | | | | | | | |
| | | $ | 2,488,854 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Consumer Services – 0.3% | | | | | | | | |
Localiza Rent a Car S.A. | | | 28,424 | | | $ | 178,321 | |
| | | | | | | | |
Electronics – 10.2% | | | | | | | | |
Largan Precision Co. Ltd. | | | 3,000 | | | $ | 204,974 | |
MediaTek, Inc. | | | 54,000 | | | | 408,097 | |
Samsung Electronics Co. Ltd. | | | 1,418 | | | | 1,514,185 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 720,258 | | | | 3,107,968 | |
| | | | | | | | |
| | | $ | 5,235,224 | |
| | | | | | | | |
Energy – Independent – 3.3% | | | | | | | | |
China Shenhua Energy Co. Ltd. | | | 303,000 | | | $ | 470,730 | |
Coal India Ltd. | | | 73,941 | | | | 367,301 | |
Gran Tierra Energy, Inc. (a) | | | 132,259 | | | | 287,707 | |
INPEX Corp. | | | 46,000 | | | | 453,704 | |
Ultrapar Participacoes S.A. | | | 8,503 | | | | 129,923 | |
| | | | | | | | |
| | | $ | 1,709,365 | |
| | | | | | | | |
Energy – Integrated – 1.1% | | | | | | | | |
NovaTek OAO, GDR | | | 6,847 | | | $ | 561,280 | |
| | | | | | | | |
Engineering – Construction – 0.4% | | | | | | | | |
Mills Estruturas e Servicos de Engenharia S.A. (a) | | | 60,839 | | | $ | 40,905 | |
Promotora y Operadora de Infraestructura S.A.B. de C.V. (a) | | | 14,852 | | | | 174,705 | |
| | | | | | | | |
| | | $ | 215,610 | |
| | | | | | | | |
Food & Beverages – 3.7% | | | | | | | | |
AVI Ltd. | | | 94,857 | | | $ | 474,622 | |
BRF S.A. | | | 19,954 | | | | 279,419 | |
Grupo Lala S.A.B. de C.V. | | | 68,724 | | | | 159,782 | |
M. Dias Branco S.A. Industria e Comercio de Alimentos | | | 7,518 | | | | 126,369 | |
Tingyi (Cayman Islands) Holding Corp. | | | 310,000 | | | | 440,820 | |
Want Want China Holdings Ltd. | | | 592,000 | | | | 437,892 | |
| | | | | | | | |
| | | $ | 1,918,904 | |
| | | | | | | | |
Food & Drug Stores – 3.4% | | | | | | | | |
Clicks Group Ltd. | | | 71,521 | | | $ | 411,598 | |
Dairy Farm International Holdings Ltd. | | | 50,400 | | | | 305,860 | |
E-Mart Co. Ltd. (a) | | | 924 | | | | 148,268 | |
Magnit OJSC | | | 3,880 | | | | 596,776 | |
Wumart Stores, Inc., “H” (a) | | | 382,000 | | | | 306,584 | |
| | | | | | | | |
| | | $ | 1,769,086 | |
| | | | | | | | |
Forest & Paper Products – 0.4% | | | | | | | | |
Fibria Celulose S.A. | | | 16,536 | | | $ | 211,478 | |
| | | | | | | | |
Furniture & Appliances – 0.3% | | | | | | | | |
Coway Co. Ltd. (a) | | | 2,175 | | | $ | 155,135 | |
| | | | | | | | |
General Merchandise – 3.1% | | | | | | | | |
PriceSmart, Inc. | | | 3,091 | | | $ | 256,522 | |
Robinsons Retail Holdings, Inc. | | | 71,706 | | | | 96,004 | |
S.A.C.I. Falabella | | | 59,693 | | | | 379,641 | |
Walmart de Mexico S.A.B. de C.V. | | | 116,462 | | | | 293,883 | |
7
MFS Emerging Markets Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
General Merchandise – continued | | | | | | | | |
Woolworths Ltd. | | | 85,242 | | | $ | 550,841 | |
| | | | | | | | |
| | | $ | 1,576,891 | |
| | | | | | | | |
Health Maintenance Organizations – 0.5% | | | | | |
OdontoPrev S.A. | | | 52,706 | | | $ | 125,895 | |
Qualicorp S.A. | | | 39,194 | | | | 139,984 | |
| | | | | | | | |
| | | $ | 265,879 | |
| | | | | | | | |
Insurance – 4.4% | | | | | | | | |
AIA Group Ltd. | | | 156,600 | | | $ | 932,954 | |
BB Seguridade Participacoes S.A. | | | 31,656 | | | | 193,589 | |
Brasil Insurance Participacoes e Administracao S.A. | | | 3,885 | | | | 19,836 | |
Cathay Financial Holding Co. Ltd. | | | 264,900 | | | | 370,753 | |
Samsung Fire & Marine Insurance Co. Ltd. | | | 2,806 | | | | 728,847 | |
| | | | | | | | |
| | | $ | 2,245,979 | |
| | | | | | | | |
Internet – 6.2% | | | | | | | | |
51job, Inc., ADR (a) | | | 16,191 | | | $ | 476,987 | |
Alibaba Group Holding Ltd., ADR (a) | | | 15,816 | | | | 1,285,366 | |
Baidu, Inc., ADR (a) | | | 2,703 | | | | 510,975 | |
NAVER Corp. | | | 1,650 | | | | 918,900 | |
| | | | | | | | |
| | | $ | 3,192,228 | |
| | | | | | | | |
Machinery & Tools – 0.3% | | | | | | | | |
TK Corp. | | | 17,847 | | | $ | 141,015 | |
| | | | | | | | |
Major Banks – 2.4% | | | | | | | | |
BOC Hong Kong Holdings Ltd. | | | 168,000 | | | $ | 509,759 | |
Industrial & Commercial Bank of China, “H” | | | 1,224,000 | | | | 733,105 | |
| | | | | | | | |
| | | $ | 1,242,864 | |
| | | | | | | | |
Metals & Mining – 1.3% | | | | | | | | |
Gerdau S.A., ADR | | | 140,213 | | | $ | 168,256 | |
Grupo Mexico S.A.B. de C.V., “B” | | | 102,903 | | | | 219,664 | |
Iluka Resources Ltd. | | | 57,894 | | | | 256,176 | |
| | | | | | | | |
| | | $ | 644,096 | |
| | | | | | | | |
Natural Gas – Distribution – 2.1% | | | | | | | | |
China Resources Gas Group Ltd. | | | 360,000 | | | $ | 1,071,229 | |
| | | | | | | | |
Oil Services – 0.5% | | | | | | | | |
Lamprell PLC (a) | | | 182,680 | | | $ | 267,960 | |
| | | | | | | | |
Other Banks & Diversified Financials – 16.8% | |
Banco Santander Chile, ADR | | | 14,007 | | | $ | 247,083 | |
Bancolombia S.A., ADR | | | 11,375 | | | | 304,281 | |
CAR, Inc. (a) | | | 57,000 | | | | 94,436 | |
China Construction Bank | | | 2,204,670 | | | | 1,496,695 | |
Credicorp Ltd. | | | 1,698 | | | | 165,249 | |
E.Sun Financial Holding Co. Ltd. | | | 1,263,051 | | | | 733,296 | |
First Gulf Bank PJSC | | | 51,768 | | | | 178,292 | |
FirstRand Ltd. | | | 58,645 | | | | 159,988 | |
Grupo Financiero Banorte S.A. de C.V. | | | 62,625 | | | | 345,165 | |
Grupo Financiero Inbursa S.A. de C.V. | | | 112,636 | | | | 203,254 | |
Housing Development Finance Corp. Ltd. | | | 72,336 | | | | 1,374,282 | |
Kasikornbank Co. Ltd. | | | 115,300 | | | | 476,675 | |
Kasikornbank PLC, NVDR | | | 1,100 | | | | 4,593 | |
Komercni Banka A.S. | | | 1,640 | | | | 324,971 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Other Banks & Diversified Financials – continued | | | | | |
Kotak Mahindra Bank Ltd. | | | 43,226 | | | $ | 468,560 | |
Public Bank Berhad | | | 137,100 | | | | 591,380 | |
Sberbank of Russia | | | 123,094 | | | | 170,747 | |
Shinhan Financial Group Co. Ltd. (a) | | | 15,227 | | | | 512,501 | |
Shriram Transport Finance Co. Ltd. | | | 43,413 | | | | 561,496 | |
Turkiye Sinai Kalkinma Bankasi A.S. | | | 316,606 | | | | 165,012 | |
Union National Bank | | | 45,541 | | | | 58,027 | |
| | | | | | | | |
| | | $ | 8,635,983 | |
| | | | | | | | |
Pharmaceuticals – 1.8% | | | | | | | | |
Genomma Lab Internacional S.A., “B” (a) | | | 291,221 | | | $ | 234,031 | |
Sun Pharmaceutical Industries Ltd. | | | 57,599 | | | | 709,971 | |
| | | | | | | | |
| | | $ | 944,002 | |
| | | | | | | | |
Railroad & Shipping – 0.7% | | | | | | | | |
Diana Shipping, Inc. (a) | | | 51,861 | | | $ | 225,595 | |
Pacific Basin Shipping Ltd. | | | 524,360 | | | | 115,020 | |
| | | | | | | | |
| | | $ | 340,615 | |
| | | | | | | | |
Real Estate – 2.3% | | | | | | | | |
Aldar Properties PJSC | | | 517,551 | | | $ | 326,904 | |
Concentradora Fibra Hotelera Mexicana S.A. de C.V., REIT | | | 184,869 | | | | 168,194 | |
Hang Lung Properties Ltd. | | | 262,000 | | | | 594,236 | |
Prologis Property Mexico S.A. de C.V., REIT | | | 75,011 | | | | 113,684 | |
| | | | | | | | |
| | | $ | 1,203,018 | |
| | | | | | | | |
Restaurants – 0.7% | | | | | | | | |
Alsea S.A.B. de C.V. | | | 55,019 | | | $ | 191,064 | |
Jollibee Foods Corp. | | | 40,160 | | | | 186,910 | |
| | | | | | | | |
| | | $ | 377,974 | |
| | | | | | | | |
Specialty Chemicals – 1.6% | | | | | | | | |
LG Chem Ltd. | | | 1,811 | | | $ | 500,187 | |
PTT Global Chemical PLC | | | 236,500 | | | | 328,609 | |
| | | | | | | | |
| | | $ | 828,796 | |
| | | | | | | | |
Specialty Stores – 0.4% | | | | | | | | |
Vipshop Holdings Ltd., ADR (a) | | | 12,769 | | | $ | 194,983 | |
| | | | | | | | |
Telephone Services – 0.9% | | | | | | | | |
Hellenic Telecommunications Organization S.A. | | | 27,850 | | | $ | 279,097 | |
PT XL Axiata Tbk (a) | | | 694,500 | | | | 183,105 | |
| | | | | | | | |
| | | $ | 462,202 | |
| | | | | | | | |
Tobacco – 1.5% | | | | | | | | |
PT Gudang Garam Tbk | | | 110,500 | | | $ | 438,624 | |
PT Hanjaya Mandala Sampoerna Tbk. | | | 49,030 | | | | 333,638 | |
| | | | | | | | |
| | | $ | 772,262 | |
| | | | | | | | |
Trucking – 0.4% | | | | | | | | |
Emergent Capital, Inc. | | | 27,609 | | | $ | 211,181 | |
| | | | | | | | |
Utilities – Electric Power – 0.9% | | | | | | | | |
Alupar Investimento S.A., IEU | | | 12,161 | | | $ | 40,421 | |
CESC Ltd. | | | 53,119 | | | | 411,031 | |
| | | | | | | | |
| | | | | | $ | 451,452 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $50,163,554) | | | | | | $ | 50,585,622 | |
| | | | | | | | |
8
MFS Emerging Markets Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | | | | | |
Issuer | | First Exercise | | | Shares/Par | | | Value ($) | |
| | | | | | | | | | | | |
WARRANTS – 0.5% | | | | | | | | | |
Other Banks & Diversified Financials – 0.5% | |
Deutsche Bank AG Union National – Zero Strike Warrant (1 share for 1 warrant) (a)(n) (Identified Cost, $349,878) | | | 5/16/07 | | | | 204,985 | | | $ | 261,192 | |
| | | | | | | | | | | | |
| |
MONEY MARKET FUNDS – 1.2% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | | 614,094 | | | $ | 614,094 | |
| | | | | | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.2% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | | 73,481 | | | $ | 73,481 | |
| | | | | | | | | | | | |
Total Investments (Identified Cost, $51,201,007) | | | | | | | $ | 51,534,389 | |
| | | | | | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.4)% | | | | | | | | (191,733 | ) |
| | | | | | | | | | | | |
NET ASSETS – 100.0% | | | | | | | | | | $ | 51,342,656 | |
| | | | | | | | | | | | |
(a) | | Non-income producing security. |
(j) | | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | | A portion of this security is on loan. |
(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 $261,192, representing 0.5% of net assets. |
(v) | | Underlying affiliated fund 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 |
GDR | | Global Depositary Receipt |
IEU | | International Equity Unit |
NVDR | | Non-Voting Depositary Receipt |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
9
MFS Emerging Markets 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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $50,586,913) | | | $50,920,295 | | | | | |
Underlying affiliated funds, at cost and value | | | 614,094 | | | | | |
Total investments, at value, including $72,004 of securities on loan (identified cost, $51,201,007) | | | $51,534,389 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 5,366 | | | | | |
Fund shares sold | | | 18,114 | | | | | |
Interest and dividends | | | 10,856 | | | | | |
Receivable from investment adviser | | | 31,822 | | | | | |
Other assets | | | 786 | | | | | |
Total assets | | | | | | | $51,601,333 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $51,147 | | | | | |
Collateral for securities loaned, at value | | | 73,481 | | | | | |
Payable to affiliates | | | | | | | | |
Shareholder servicing costs | | | 38 | | | | | |
Distribution and/or service fees | | | 353 | | | | | |
Payable for independent Trustees’ compensation | | | 18 | | | | | |
Accrued expenses and other liabilities | | | 133,640 | | | | | |
Total liabilities | | | | | | | $258,677 | |
Net assets | | | | | | | $51,342,656 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $54,392,754 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 333,227 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | (3,620,836 | ) | | | | |
Undistributed net investment income | | | 237,511 | | | | | |
Net assets | | | | | | | $51,342,656 | |
Shares of beneficial interest outstanding | | | | | | | 4,463,304 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $25,665,066 | | | | 2,214,653 | | | | $11.59 | �� |
Service Class | | | 25,677,590 | | | | 2,248,651 | | | | 11.42 | |
See Notes to Financial Statements
10
MFS Emerging Markets 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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Dividends | | | $1,384,272 | | | | | |
Interest | | | 597 | | | | | |
Dividends from underlying affiliated funds | | | 691 | | | | | |
Foreign taxes withheld | | | (135,572 | ) | | | | |
Total investment income | | | | | | | $1,249,988 | |
Expenses | | | | | | | | |
Management fee | | | $618,045 | | | | | |
Distribution and/or service fees | | | 71,119 | | | | | |
Shareholder servicing costs | | | 8,994 | | | | | |
Administrative services fee | | | 18,900 | | | | | |
Independent Trustees’ compensation | | | 2,721 | | | | | |
Custodian fee | | | 205,319 | | | | | |
Shareholder communications | | | 13,360 | | | | | |
Audit and tax fees | | | 93,231 | | | | | |
Legal fees | | | 472 | | | | | |
Miscellaneous | | | 9,701 | | | | | |
Total expenses | | | | | | | $1,041,862 | |
Fees paid indirectly | | | (6 | ) | | | | |
Reduction of expenses by investment adviser | | | (146,980 | ) | | | | |
Net expenses | | | | | | | $894,876 | |
Net investment income | | | | | | | $355,112 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments (net of $83,350 country tax) | | | $(1,335,060 | ) | | | | |
Foreign currency | | | (28,901 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $(1,363,961 | ) |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments (net of $115,724 decrease in deferred country tax) | | | $(6,613,257 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | 857 | | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(6,612,400 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(7,976,361 | ) |
Change in net assets from operations | | | | | | | $(7,621,249 | ) |
See Notes to Financial Statements
11
MFS Emerging Markets 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $355,112 | | | | $622,108 | |
Net realized gain (loss) on investments and foreign currency | | | (1,363,961 | ) | | | 322,008 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (6,612,400 | ) | | | (5,550,651 | ) |
Change in net assets from operations | | | $(7,621,249 | ) | | | $(4,606,535 | ) |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(465,694 | ) | | | $(417,083 | ) |
Change in net assets from fund share transactions | | | $(5,741,667 | ) | | | $(14,715,552 | ) |
Total change in net assets | | | $(13,828,610 | ) | | | $(19,739,170 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 65,171,266 | | | | 84,910,436 | |
At end of period (including undistributed net investment income of $237,511 and $461,582, respectively) | | | $51,342,656 | | | | $65,171,266 | |
See Notes to Financial Statements
12
MFS Emerging Markets 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $13.46 | | | | $14.51 | | | | $15.56 | | | | $13.84 | | | | $17.88 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.10 | | | | $0.13 | | | | $0.12 | | | | $0.18 | | | | $0.21 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (1.84 | ) | | | (1.08 | ) | | | (0.93 | ) | | | 2.35 | | | | (3.46 | ) |
Total from investment operations | | | $(1.74 | ) | | | $(0.95 | ) | | | $(0.81 | ) | | | $2.53 | | | | $(3.25 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.13 | ) | | | $(0.10 | ) | | | $(0.24 | ) | | | $(0.17 | ) | | | $(0.09 | ) |
From net realized gain on investments | | | — | | | | — | | | | — | | | | (0.64 | ) | | | (0.70 | ) |
Total distributions declared to shareholders | | | $(0.13 | ) | | | $(0.10 | ) | | | $(0.24 | ) | | | $(0.81 | ) | | | $(0.79 | ) |
Net asset value, end of period (x) | | | $11.59 | | | | $13.46 | | | | $14.51 | | | | $15.56 | | | | $13.84 | |
Total return (%) (k)(r)(s)(x) | | | (12.89 | ) | | | (6.66 | ) | | | (5.09 | ) | | | 18.76 | | | | (18.58 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.65 | | | | 1.48 | | | | 1.46 | | | | 1.35 | | | | 1.36 | |
Expenses after expense reductions (f) | | | 1.40 | | | | 1.40 | | | | 1.40 | | | | 1.35 | | | | 1.36 | |
Net investment income | | | 0.74 | | | | 0.89 | | | | 0.78 | | | | 1.23 | | | | 1.28 | |
Portfolio turnover | | | 51 | | | | 49 | | | | 36 | | | | 33 | | | | 34 | |
Net assets at end of period (000 omitted) | | | $25,665 | | | | $33,752 | | | | $45,293 | | | | $48,803 | | | | $88,928 | |
See Notes to Financial Statements
13
MFS Emerging Markets Equity Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $13.24 | | | | $14.29 | | | | $15.32 | | | | $13.64 | | | | $17.64 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.06 | | | | $0.10 | | | | $0.08 | | | | $0.13 | | | | $0.16 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (1.80 | ) | | | (1.09 | ) | | | (0.90 | ) | | | 2.32 | | | | (3.40 | ) |
Total from investment operations | | | $(1.74 | ) | | | $(0.99 | ) | | | $(0.82 | ) | | | $2.45 | | | | $(3.24 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.08 | ) | | | $(0.06 | ) | | | $(0.21 | ) | | | $(0.13 | ) | | | $(0.06 | ) |
From net realized gain on investments | | | — | | | | — | | | | — | | | | (0.64 | ) | | | (0.70 | ) |
Total distributions declared to shareholders | | | $(0.08 | ) | | | $(0.06 | ) | | | $(0.21 | ) | | | $(0.77 | ) | | | $(0.76 | ) |
Net asset value, end of period (x) | | | $11.42 | | | | $13.24 | | | | $14.29 | | | | $15.32 | | | | $13.64 | |
Total return (%) (k)(r)(s)(x) | | | (13.08 | ) | | | (6.99 | ) | | | (5.28 | ) | | | 18.45 | | | | (18.77 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.90 | | | | 1.73 | | | | 1.71 | | | | 1.60 | | | | 1.61 | |
Expenses after expense reductions (f) | | | 1.65 | | | | 1.65 | | | | 1.65 | | | | 1.60 | | | | 1.61 | |
Net investment income | | | 0.46 | | | | 0.70 | | | | 0.56 | | | | 0.90 | | | | 1.02 | |
Portfolio turnover | | | 51 | | | | 49 | | | | 36 | | | | 33 | | | | 34 | |
Net assets at end of period (000 omitted) | | | $25,678 | | | | $31,419 | | | | $39,617 | | | | $40,863 | | | | $36,618 | |
(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
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 legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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
15
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
principally traded. Events that occur on a frequent basis 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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
China | | | $2,562,746 | | | | $5,977,576 | | | | $— | | | | $8,540,322 | |
South Korea | | | — | | | | 6,336,751 | | | | — | | | | 6,336,751 | |
Taiwan | | | — | | | | 5,771,497 | | | | — | | | | 5,771,497 | |
Hong Kong | | | 476,741 | | | | 5,084,359 | | | | — | | | | 5,561,100 | |
India | | | — | | | | 5,228,195 | | | | — | | | | 5,228,195 | |
South Africa | | | 886,221 | | | | 2,873,627 | | | | — | | | | 3,759,848 | |
Brazil | | | 1,895,181 | | | | 603,382 | | | | — | | | | 2,498,563 | |
Mexico | | | 2,267,960 | | | | — | | | | — | | | | 2,267,960 | |
United States | | | 1,692,620 | | | | — | | | | — | | | | 1,692,620 | |
Other Countries | | | 4,594,837 | | | | 4,595,121 | | | | — | | | | 9,189,958 | |
Mutual Funds | | | 687,575 | | | | — | | | | — | | | | 687,575 | |
Total Investments | | | $15,063,881 | | | | $36,470,508 | | | | $— | | | | $51,534,389 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $2,637,070 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $2,659,815 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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.
Zero Strike Warrants – The fund invested in low exercise price call warrants (zero strike warrants). Zero strike warrants are issued by banks or broker-dealers and allow the fund to gain exposure to common stocks in markets that place restrictions on direct investments by foreign investors and may or may not be traded on an exchange. Income received from zero strike warrants is recorded as dividend income in the Statement of Operations. To the extent the fund invests in zero strike warrants whose returns correspond to the performance of a foreign stock, investing in zero strike warrants will involve risks similar to the risks of investing in
16
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
foreign securities. Additional risks associated with zero strike warrants include the potential inability of the counterparty to fulfill their obligations under the warrant, inability to transfer or liquidate the warrants and potential delays or an inability to redeem before expiration under certain market conditions.
Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $72,004. The fair value of the fund’s investment securities on loan and a related liability of $73,481 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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.
17
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $465,694 | | | | $417,083 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/2015 | | | | |
Cost of investments | | | $52,692,440 | |
Gross appreciation | | | 7,070,860 | |
Gross depreciation | | | (8,228,911 | ) |
Net unrealized appreciation (depreciation) | | | $(1,158,051 | ) |
Undistributed ordinary income | | | 238,015 | |
Captial loss carryforward | | | (2,129,403 | ) |
Other temporary differences | | | (659 | ) |
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such losses are characterized as follows:
| | | | |
Short-Term | | | $(1,614,401 | ) |
Long-Term | | | (515,002 | ) |
Total | | | $(2,129,403 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), the above net capital losses may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses.
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:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $289,454 | | | | $249,462 | |
Service Class | | | 176,240 | | | | 167,621 | |
Total | | | $465,694 | | | | $417,083 | |
(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:
| | | | |
First $500 million of average daily net assets | | | 1.05% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $4,080 which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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
18
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
expenses do not exceed 1.40% of average daily net assets for the Initial Class shares and 1.65% 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, 2017. For the year ended December 31, 2015, this reduction amounted to $142,900, 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, 2015, the fee was $8,705, which equated to 0.0148% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $289.
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, 2015 was equivalent to an annual effective rate of 0.0321% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $183 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $29,717,165 and $35,130,193, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 164,288 | | | | $2,083,565 | | | | 256,157 | | | | $3,612,753 | |
Service Class | | | 655,975 | | | | 8,294,328 | | | | 1,280,415 | | | | 17,736,024 | |
| | | 820,263 | | | | $10,377,893 | | | | 1,536,572 | | | | $21,348,777 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 26,195 | | | | $289,454 | | | | 16,115 | | | | $249,462 | |
Service Class | | | 16,169 | | | | 176,240 | | | | 10,999 | | | | 167,621 | |
| | | 42,364 | | | | $465,694 | | | | 27,114 | | | | $417,083 | |
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MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (483,394 | ) | | | $(6,199,576 | ) | | | (886,606 | ) | | | $(12,913,777 | ) |
Service Class | | | (795,776 | ) | | | (10,385,678 | ) | | | (1,691,499 | ) | | | (23,567,635 | ) |
| | | (1,279,170 | ) | | | $(16,585,254 | ) | | | (2,578,105 | ) | | | $(36,481,412 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (292,911 | ) | | | $(3,826,557 | ) | | | (614,334 | ) | | | $(9,051,562 | ) |
Service Class | | | (123,632 | ) | | | (1,915,110 | ) | | | (400,085 | ) | | | (5,663,990 | ) |
| | | (416,543 | ) | | | $(5,741,667 | ) | | | (1,014,419 | ) | | | $(14,715,552 | ) |
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 9% of the value of outstanding voting shares of the fund.
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $193 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 1,136,726 | | | | 16,559,978 | | | | (17,082,610 | ) | | | 614,094 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $691 | | | | $614,094 | |
20
MFS Emerging Markets 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 Emerging Markets Equity Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Emerging Markets Equity Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Emerging Markets Equity Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
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MFS Emerging Markets Equity Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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.
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Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
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Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
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OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
22
MFS Emerging Markets Equity Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
23
MFS Emerging Markets Equity Portfolio
Trustees and Officers – continued
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 Managers Jose Luis Garcia Robert Lau | | |
24
MFS Emerging Markets Equity Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 5th quintile relative to the other funds in the universe for this three-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 five-year periods ended December 31, 2014 relative to the Lipper 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 its retail counterpart, MFS Emerging Markets 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 conducted with portfolio management personnel during the course of the year as to MFS’ efforts to improve the performance of 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
25
MFS Emerging Markets Equity Portfolio
Board Review of Investment Advisory Agreement – continued
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
26
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
Income derived from foreign sources was $1,383,600. The fund intends to pass through foreign tax credits of $221,367 for the fiscal year.
27
rev. 3/11
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FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
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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. |
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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. |
28
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
29
ANNUAL REPORT
December 31, 2015
MFS® GLOBAL GOVERNMENTS PORTFOLIO
MFS® Variable Insurance Trust II
WGS-ANN
MFS® GLOBAL GOVERNMENTS 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
MFS Global Governments Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Global Governments Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (i)
| | | | |
Fixed income sectors (i) | | | | |
Non-U.S. Government Bonds | | | 59.7% | |
U.S. Treasury Securities | | | 32.8% | |
Investment Grade Corporates | | | 1.4% | |
U.S. Government Agencies | | | 0.6% | |
Mortgage-Backed Securities | | | 0.5% | |
Commercial Mortgage-Backed Securities (o) | | | 0.0% | |
|
Composition including fixed income credit quality (a)(i) | |
AAA | | | 7.9% | |
AA | | | 15.1% | |
A | | | 15.2% | |
BBB | | | 21.3% | |
BB | | | 1.6% | |
CCC (o) | | | 0.0% | |
C (o) | | | 0.0% | |
U.S. Government | | | 32.8% | |
Federal Agencies | | | 1.1% | |
Cash & Cash Equivalents | | | 4.8% | |
Other | | | 0.2% | |
| | | | |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 7.7 | |
Average Effective Maturity (m) | | | 9.9 yrs. | |
| |
Issuer country weightings (i)(x) | | | | |
United States | | | 38.9% | |
Japan | | | 15.9% | |
Italy | | | 13.5% | |
Spain | | | 7.5% | |
United Kingdom | | | 7.4% | |
France | | | 4.1% | |
Norway | | | 2.7% | |
Germany | | | 2.3% | |
Portugal | | | 1.6% | |
Other Countries | | | 6.1% | |
| |
Currency exposure weightings (i)(y) | | | | |
United States Dollar | | | 41.6% | |
Euro | | | 25.9% | |
Japanese Yen | | | 21.6% | |
British Pound Sterling | | | 7.6% | |
Australian Dollar | | | 1.3% | |
Canadian Dollar | | | 1.2% | |
Danish Krone | | | 0.5% | |
Swedish Krona | | | 0.3% | |
New Zealand Dollar (o) | | | (0.0)% | |
Other Currencies (o) | | | 0.0% | |
(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. 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. The fund may not hold all of these instruments. 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 an 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. |
(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. |
2
MFS Global Governments Portfolio
Portfolio Composition – continued
(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. |
Where the fund holds convertible bonds, these 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 currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
3
MFS Global Governments Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Global Governments Portfolio (“fund”) provided a total return of –3.66%, while Service Class shares of the fund provided a total return of –3.86%. These compare with a return of –2.61% for the fund’s benchmark, the JPMorgan Global Government Bond Index (Unhedged).
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Factors Affecting Performance
The fund’s foreign exchange “FX” forward holdings held back relative returns. Timing of the fund’s currency position in the Euro detracted from relative performance, as the fund was significantly short for part of the period when the Euro recovered from its significant drop at the beginning of the year. The Euro underperformed the US Dollar during the entire period. This was partially offset by positive contributions from the fund’s lesser exposure to the New Zealand Dollar and the Canadian Dollar, as these currencies also declined relative to the US Dollar during the period. Yield curve (y) positioning in the Asia Pacific region, particularly the out-of-benchmark exposure to New Zealand, contributed to performance relative to the JPMorgan Global Government Bond Index (Unhedged).
Respectfully,
| | |
Matthew Ryan | | Erik Weisman |
Portfolio Manager | | Portfolio Manager |
(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 managers 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.
4
MFS Global Governments Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/16/88 | | (3.66)% | | (0.37)% | | 3.02% | | |
| | Service Class | | 8/24/01 | | (3.86)% | | (0.62)% | | 2.76% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | JPMorgan Global Government Bond Index (Unhedged) (f) | | (2.61)% | | 0.34% | | 3.79% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
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.
5
MFS Global Governments Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.85% | | | | $1,000.00 | | | | $1,004.71 | | | | $4.30 | |
| Hypothetical (h) | | | 0.85% | | | | $1,000.00 | | | | $1,020.92 | | | | $4.33 | |
Service Class | | Actual | | | 1.10% | | | | $1,000.00 | | | | $1,003.26 | | | | $5.55 | |
| Hypothetical (h) | | | 1.10% | | | | $1,000.00 | | | | $1,019.66 | | | | $5.60 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Global Governments Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – 94.0% | | | | | | | | |
Foreign Bonds – 60.4% | | | | | |
Australia – 1.1% | | | | | | | | |
Commonwealth of Australia, 5.75%, 5/15/21 | | AUD | 2,000,000 | | | $ | 1,708,509 | |
Commonwealth of Australia, 3.75%, 4/21/37 | | AUD | 500,000 | | | | 381,061 | |
| | | | | | | | |
| | | $ | 2,089,570 | |
| | | | | | | | |
Belgium – 1.0% | | | | | | | | |
Kingdom of Belgium, 4%, 3/28/32 | | EUR | 1,068,000 | | | $ | 1,553,099 | |
Kingdom of Belgium, 4.25%, 3/28/41 | | EUR | 205,000 | | | | 326,460 | |
| | | | | | | | |
| | | $ | 1,879,559 | |
| | | | | | | | |
Canada – 1.4% | | | | | | | | |
Government of Canada, 0.75%, 9/01/20 | | CAD | 2,500,000 | | | $ | 1,808,376 | |
Government of Canada, 2.5%, 6/01/24 | | CAD | 200,000 | | | | 158,494 | |
Government of Canada, 5.75%, 6/01/33 | | CAD | 267,000 | | | | 298,431 | |
Government of Canada, 4%, 6/01/41 | | CAD | 107,000 | | | | 105,024 | |
Government of Canada, 2.75%, 12/01/48 | | CAD | 250,000 | | | | 204,929 | |
| | | | | | | | |
| | | $ | 2,575,254 | |
| | | | | | | | |
France – 4.1% | | | | | | | | |
Republic of France, 2.5%, 5/25/30 | | EUR | 750,000 | | | $ | 922,673 | |
Republic of France, 1.75%, 5/25/23 | | EUR | 2,150,000 | | | | 2,541,377 | |
Republic of France, 6%, 10/25/25 | | EUR | 1,292,000 | | | | 2,078,635 | |
Republic of France, 4.75%, 4/25/35 | | EUR | 456,000 | | | | 741,039 | |
Republic of France, 4.5%, 4/25/41 | | EUR | 399,000 | | | | 658,200 | |
Republic of France, 4%, 4/25/55 | | EUR | 330,000 | | | | 535,202 | |
| | | | | | | | |
| | | $ | 7,477,126 | |
| | | | | | | | |
Germany – 2.3% | | | | | | | | |
Federal Republic of Germany, 1.75%, 2/15/24 | | EUR | 1,600,000 | | | $ | 1,928,668 | |
Federal Republic of Germany, 6.25%, 1/04/30 | | EUR | 505,000 | | | | 928,592 | |
Federal Republic of Germany, 4%, 1/04/37 | | EUR | 630,000 | | | | 1,014,792 | |
Federal Republic of Germany, 2.5%, 7/04/44 | | EUR | 250,000 | | | | 338,438 | |
| | | | | | | | |
| | | $ | 4,210,490 | |
| | | | | | | | |
Iceland – 0.2% | | | | | | | | |
Republic of Iceland, 4.875%, 6/16/16 (n) | | $ | 362,000 | | | $ | 367,434 | |
| | | | | | | | |
Italy – 13.3% | | | | | | | | |
Republic of Italy, 5.25%, 8/01/17 | | EUR | 6,503,000 | | | $ | 7,655,120 | |
Republic of Italy, 3.75%, 3/01/21 | | EUR | 6,904,000 | | | | 8,665,198 | |
Republic of Italy, 5.5%, 9/01/22 | | EUR | 3,200,000 | | | | 4,472,499 | |
Republic of Italy, 4.75%, 9/01/28 | | EUR | 1,000,000 | | | | 1,431,645 | |
Republic of Italy, 1.65%, 3/01/32 | | EUR | 1,350,000 | | | | 1,393,478 | |
Republic of Italy, 5%, 9/01/40 | | EUR | 650,000 | | | | 1,003,918 | |
| | | | | | | | |
| | | $ | 24,621,858 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Foreign Bonds – continued | | | | | |
Japan – 15.8% | | | | | | | | |
Government of Japan, 1.1%, 6/20/20 | | JPY | 165,200,000 | | | $ | 1,439,980 | |
Government of Japan, 2.1%, 9/20/24 | | JPY | 579,350,000 | | | | 5,621,134 | |
Government of Japan, 2.2%, 9/20/27 | | JPY | 768,900,000 | | | | 7,728,598 | |
Government of Japan, 1.7%, 9/20/32 | | JPY | 30,000,000 | | | | 287,291 | |
Government of Japan, 1.5%, 3/20/34 | | JPY | 746,000,000 | | | | 6,874,409 | |
Government of Japan, 2.4%, 3/20/37 | | JPY | 250,600,000 | | | | 2,616,377 | |
Government of Japan, 1.8%, 3/20/43 | | JPY | 280,000,000 | | | | 2,638,586 | |
Government of Japan, 2%, 3/20/52 | | JPY | 72,900,000 | | | | 718,344 | |
Toyota Motor Credit Corp., FRN, 0.653%, 5/17/16 | | $ | 1,227,000 | | | | 1,227,314 | |
| | | | | | | | |
| | | $ | 29,152,033 | |
| | | | | | | | |
Netherlands – 0.3% | | | | | | | | |
Kingdom of the Netherlands, 5.5%, 1/15/28 | | EUR | 120,000 | | | $ | 196,807 | |
Kingdom of the Netherlands, 3.75%, 1/15/42 | | EUR | 240,000 | | | | 387,729 | |
| | | | | | | | |
| | | $ | 584,536 | |
| | | | | | | | |
New Zealand – 1.4% | | | | | | | | |
Government of New Zealand, 5.5%, 4/15/23 | | NZD | 3,331,000 | | | $ | 2,612,439 | |
| | | | | | | | |
Norway – 2.7% | | | | | | | | |
Government of Norway, 3.75%, 5/25/21 | | NOK | 26,100,000 | | | $ | 3,367,953 | |
Government of Norway, 3%, 3/14/24 | | NOK | 12,551,000 | | | | 1,595,736 | |
| | | | | | | | |
| | | $ | 4,963,689 | |
| | | | | | | | |
Portugal – 1.5% | | | | | | | | |
Republic of Portugal, 4.8%, 6/15/20 | | EUR | 1,500,000 | | | $ | 1,892,787 | |
Republic of Portugal, 4.95%, 10/25/23 | | EUR | 700,000 | | | | 911,045 | |
| | | | | | | | |
| | | $ | 2,803,832 | |
| | | | | | | | |
Spain – 7.4% | | | | | | | | |
Kingdom of Spain, 5.5%, 7/30/17 | | EUR | 4,638,000 | | | $ | 5,473,548 | |
Kingdom of Spain, 4.6%, 7/30/19 | | EUR | 3,273,000 | | | | 4,086,887 | |
Kingdom of Spain, 5.4%, 1/31/23 | | EUR | 2,192,000 | | | | 3,049,026 | |
Kingdom of Spain, 5.15%, 10/31/28 | | EUR | 400,000 | | | | 578,751 | |
Kingdom of Spain, 4.7%, 7/30/41 | | EUR | 275,000 | | | | 394,696 | |
| | | | | | | | |
| | | $ | 13,582,908 | |
| | | | | | | | |
Sweden – 0.6% | | | | | | | | |
Nordea Bank AB, FRN, 0.819%, 5/13/16 (n) | | $ | 1,000,000 | | | $ | 1,000,626 | |
| | | | | | | | |
United Kingdom – 7.3% | | | | | | | | |
HSBC Bank PLC, FRN, 1.001%, 5/15/18 (n) | | $ | 403,000 | | | $ | 401,451 | |
United Kingdom Treasury, 4.75%, 3/07/20 | | GBP | 1,379,000 | | | | 2,331,013 | |
United Kingdom Treasury, 1.75%, 9/07/22 | | GBP | 1,250,000 | | | | 1,857,369 | |
7
MFS Global Governments Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Foreign Bonds – continued | | | | | |
United Kingdom – continued | | | | | | | | |
United Kingdom Treasury, 2.25%, 9/07/23 | | GBP | 1,250,000 | | | $ | 1,907,158 | |
United Kingdom Treasury, 4.25%, 12/07/27 | | GBP | 624,000 | | | | 1,128,349 | |
United Kingdom Treasury, 4.25%, 6/07/32 | | GBP | 570,000 | | | | 1,050,143 | |
United Kingdom Treasury, 4.25%, 3/07/36 | | GBP | 982,000 | | | | 1,826,515 | |
United Kingdom Treasury, 3.25%, 1/22/44 | | GBP | 636,000 | | | | 1,043,548 | |
United Kingdom Treasury, 3.75%, 7/22/52 | | GBP | 526,000 | | | | 992,666 | |
United Kingdom Treasury, 4%, 1/22/60 | | GBP | 310,000 | | | | 642,479 | |
United Kingdom Treasury, 3.5%, 7/22/68 | | GBP | 150,000 | | | | 285,909 | |
| | | | | | | | |
| | | $ | 13,466,600 | |
| | | | | | | | |
Total Foreign Bonds | | | | | | $ | 111,387,954 | |
| | | | | | | | |
U.S. Bonds – 33.6% | | | | | | | | |
Asset-Backed & Securitized – 0.0% | | | | | |
Commercial Mortgage Asset Trust, FRN, 0.486%, 1/17/32 (i)(z) | | $ | 841,140 | | | $ | 2,397 | |
First Union National Bank Commercial Mortgage Trust, FRN, 1.467%, 1/12/43 (i)(z) | | | 99,669 | | | | 313 | |
| | | | | | | | |
| | | $ | 2,710 | |
| | | | | | | | |
Mortgage-Backed – 0.5% | | | | | | | | |
Fannie Mae, 5.441%, 2/01/16 | | $ | 5,351 | | | $ | 5,344 | |
Fannie Mae, 5.05%, 1/01/17 | | | 49,290 | | | | 50,351 | |
Fannie Mae, 5.384%, 1/01/18 | | | 41,462 | | | | 42,729 | |
Fannie Mae, 5.1%, 3/01/19 | | | 59,016 | | | | 64,444 | |
Fannie Mae, 5.18%, 3/01/19 | | | 59,103 | | | | 63,214 | |
Freddie Mac, 1.426%, 8/25/17 | | | 530,444 | | | | 530,738 | |
Freddie Mac, 3.882%, 11/25/17 | | | 89,000 | | | | 92,404 | |
Freddie Mac, 5.085%, 3/25/19 | | | 43,000 | | | | 46,790 | |
Freddie Mac, 3.32%, 2/25/23 | | | 5,000 | | | | 5,200 | |
| | | | | | | | |
| | | $ | 901,214 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
U.S. Bonds – continued | | | | | |
U.S. Government Agencies and Equivalents – 0.6% | |
Small Business Administration, 4.57%, 6/01/25 | | $ | 9,843 | | | $ | 10,407 | |
Small Business Administration, 5.09%, 10/01/25 | | | 10,274 | | | | 11,108 | |
Small Business Administration, 5.21%, 1/01/26 | | | 157,225 | | | | 169,509 | |
Small Business Administration, 2.22%, 3/01/33 | | | 876,508 | | | | 864,902 | |
| | | | | | | | |
| | | $ | 1,055,926 | |
| | | | | | | | |
U.S. Treasury Obligations – 32.5% | | | | | |
U.S. Treasury Bonds, 5.25%, 2/15/29 | | $ | 1,242,000 | | | $ | 1,627,307 | |
U.S. Treasury Bonds, 4.5%, 8/15/39 | | | 3,166,400 | | | | 4,045,073 | |
U.S. Treasury Bonds, 3.625%, 2/15/44 | | | 6,750,000 | | | | 7,578,698 | |
U.S. Treasury Notes, 4.75%, 8/15/17 | | | 13,315,000 | | | | 14,120,797 | |
U.S. Treasury Notes, 3.5%, 5/15/20 | | | 15,882,000 | | | | 17,081,266 | |
U.S. Treasury Notes, 1.75%, 5/15/22 | | | 9,000,000 | | | | 8,853,615 | |
U.S. Treasury Notes, 2.75%, 2/15/24 | | | 6,493,000 | | | | 6,762,810 | |
| | | | | | | | |
| | | $ | 60,069,566 | |
| | | | | | | | |
Total U.S. Bonds | | | | | | $ | 62,029,416 | |
| | | | | | | | |
Total Bonds (Identified Cost, $181,243,360) | | | $ | 173,417,370 | |
| | | | | | | | |
| |
MONEY MARKET FUNDS – 4.8% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 8,951,062 | | | $ | 8,951,062 | |
| | | | | | | | |
Total Investments (Identified Cost, $190,194,422) | | | $ | 182,368,432 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 1.2% | | | | 2,195,419 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 184,563,851 | |
| | | | | | | | |
(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 $1,769,511, representing 1.0% of net assets. |
(v) | Underlying affiliated fund 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. |
8
MFS Global Governments Portfolio
Portfolio of Investments – continued
(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 | |
Commercial Mortgage Asset Trust, FRN, 0.486%, 1/17/32 | | 8/25/03-12/02/11 | | | $3,156 | | | | $2,397 | |
First Union National Bank Commercial Mortgage Trust, FRN, 1.467%, 1/12/43 | | 12/11/03-11/30/11 | | | 3 | | | | 313 | |
Total Restricted Securities | | | | | | | | | $2,710 | |
% of Net assets | | | | | | | | | 0.0% | |
The following abbreviations are used in this report and are defined:
FRN | | Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end. |
PLC | | Public Limited Company |
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:
Derivative Contracts at 12/31/15
Forward Foreign Currency Exchange Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | | | | | | | |
Type | | Currency | | | Counterparty | | Contracts to Deliver/Receive | | Settlement Date Range | | In Exchange For | | | Contracts at Value | | | Net Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | |
BUY | | | AUD | | | Goldman Sachs International | | 5,989,130 | | 1/15/16 | | $ | 4,261,696 | | | $ | 4,362,189 | | | $ | 100,493 | |
SELL | | | CAD | | | Citibank N.A. | | 1,980,000 | | 1/15/16 | | | 1,532,441 | | | | 1,430,970 | | | | 101,471 | |
SELL | | | CAD | | | Deutsche Bank AG | | 2,492,938 | | 1/15/16 | | | 1,836,168 | | | | 1,801,677 | | | | 34,491 | |
SELL | | | CAD | | | Goldman Sachs International | | 2,478,000 | | 1/15/16 | | | 1,857,302 | | | | 1,790,881 | | | | 66,421 | |
SELL | | | CAD | | | Merrill Lynch International | | 74,677 | | 1/15/16 | | | 56,962 | | | | 53,970 | | | | 2,992 | |
SELL | | | CAD | | | Morgan Stanley Capital Services, Inc. | | 2,499,000 | | 1/15/16 | | | 1,868,944 | | | | 1,806,058 | | | | 62,886 | |
BUY | | | EUR | | | Goldman Sachs International | | 2,832,914 | | 1/15/16 | | | 3,017,833 | | | | 3,079,459 | | | | 61,626 | |
SELL | | | EUR | | | Barclays Bank PLC | | 255,000 | | 1/15/16 | | | 280,079 | | | | 277,192 | | | | 2,887 | |
SELL | | | EUR | | | Deutsche Bank AG | | 7,443,155 | | 1/15/16-3/17/16 | | | 8,305,520 | | | | 8,092,073 | | | | 213,447 | |
SELL | | | EUR | | | Goldman Sachs International | | 4,190,000 | | 1/15/16 | | | 4,673,584 | | | | 4,554,649 | | | | 118,935 | |
SELL | | | EUR | | | Merrill Lynch International | | 1,302,960 | | 1/15/16 | | | 1,450,423 | | | | 1,416,355 | | | | 34,068 | |
SELL | | | GBP | | | Deutsche Bank AG | | 1,236,000 | | 1/15/16 | | | 1,866,759 | | | | 1,822,164 | | | | 44,595 | |
SELL | | | GBP | | | Goldman Sachs International | | 3,599,933 | | 1/15/16 | | | 5,485,602 | | | | 5,307,174 | | | | 178,428 | |
SELL | | | GBP | | | HSBC Bank | | 1,855,798 | | 1/15/16 | | | 2,813,502 | | | | 2,735,896 | | | | 77,606 | |
SELL | | | GBP | | | Merrill Lynch International | | 86,000 | | 1/15/16 | | | 127,902 | | | | 126,785 | | | | 1,117 | |
BUY | | | JPY | | | Barclays Bank PLC | | 229,576,000 | | 1/15/16 | | | 1,867,211 | | | | 1,910,497 | | | | 43,286 | |
BUY | | | JPY | | | Goldman Sachs International | | 33,520,299 | | 1/15/16 | | | 276,455 | | | | 278,951 | | | | 2,496 | |
SELL | | | JPY | | | Goldman Sachs International | | 78,059,000 | | 1/15/16 | | | 650,268 | | | | 649,595 | | | | 673 | |
SELL | | | NOK | | | Goldman Sachs International | | 44,757,934 | | 1/15/16 | | | 5,378,958 | | | | 5,056,001 | | | | 322,957 | |
SELL | | | NOK | | | Royal Bank of Scotland Group PLC | | 7,806,000 | | 1/15/16 | | | 959,706 | | | | 881,791 | | | | 77,915 | |
BUY | | | NZD | | | Goldman Sachs International | | 6,011,629 | | 1/15/16 | | | 3,928,932 | | | | 4,109,338 | | | | 180,406 | |
BUY | | | NZD | | | Westpac Banking Corp. | | 3,755,000 | | 1/15/16 | | | 2,463,975 | | | | 2,566,786 | | | | 102,811 | |
BUY | | | SEK | | | Goldman Sachs International | | 5,794,663 | | 1/15/16 | | | 682,260 | | | | 686,650 | | | | 4,390 | |
9
MFS Global Governments Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts at 12/31/15 - continued
| | | | | | | | | | | | | | | | | | | | | | | | |
Type | | Currency | | | Counterparty | | Contracts to Deliver/Receive | | Settlement Date Range | | In Exchange For | | | Contracts at Value | | | Net Unrealized Appreciation (Depreciation) | |
Asset Derivatives – continued | | | | | | | | | | | | | | | | |
BUY | | | SEK | | | Morgan Stanley Capital Services, Inc. | | 15,869,000 | | 1/15/16 | | $ | 1,873,941 | | | $ | 1,880,429 | | | $ | 6,488 | |
SELL | | | SEK | | | Barclays Bank PLC | | 16,456,000 | | 1/15/16 | | | 1,989,358 | | | | 1,949,987 | | | | 39,371 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | 1,882,256 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Liability Derivatives | | | | | | | | | | | | | | | | |
BUY | | | AUD | | | Goldman Sachs International | | 659,000 | | 1/15/16 | | $ | 480,678 | | | $ | 479,983 | | | $ | (695 | ) |
BUY | | | AUD | | | Morgan Stanley Capital Services, Inc. | | 283,000 | | 1/15/16 | | | 206,645 | | | | 206,123 | | | | (522 | ) |
SELL | | | AUD | | | Deutsche Bank AG | | 102,000 | | 1/15/16 | | | 72,390 | | | | 74,292 | | | | (1,902 | ) |
SELL | | | AUD | | | Goldman Sachs International | | 2,103,000 | | 1/15/16 | | | 1,521,608 | | | | 1,531,722 | | | | (10,114 | ) |
SELL | | | AUD | | | Westpac Banking Corp. | | 4,366,616 | | 1/15/16 | | | 3,136,802 | | | | 3,180,429 | | | | (43,627 | ) |
BUY | | | CAD | | | Citibank N.A. | | 623,000 | | 1/15/16 | | | 480,916 | | | | 450,250 | | | | (30,666 | ) |
BUY | | | CAD | | | Goldman Sachs International | | 8,430,463 | | 1/15/16 | | | 6,352,589 | | | | 6,092,799 | | | | (259,790 | ) |
BUY | | | DKK | | | Goldman Sachs International | | 6,696,434 | | 1/15/16 | | | 987,911 | | | | 975,430 | | | | (12,481 | ) |
SELL | | | DKK | | | Merrill Lynch International | | 912,000 | | 1/15/16 | | | 130,493 | | | | 132,846 | | | | (2,353 | ) |
BUY | | | EUR | | | BNP Paribas S.A. | | 1,074,000 | | 1/15/16 | | | 1,168,922 | | | | 1,167,469 | | | | (1,453 | ) |
BUY | | | EUR | | | Goldman Sachs International | | 2,706,494 | | 1/15/16 | | | 2,998,238 | | | | 2,942,036 | | | | (56,202 | ) |
BUY | | | EUR | | | JPMorgan Chase Bank N.A. | | 2,533,000 | | 1/15/16 | | | 2,877,141 | | | | 2,753,443 | | | | (123,698 | ) |
SELL | | | EUR | | | Goldman Sachs International | | 1,012,257 | | 1/15/16 | | | 1,079,665 | | | | 1,100,353 | | | | (20,688 | ) |
SELL | | | EUR | | | Morgan Stanley Capital Services, Inc. | | 878,106 | | 1/15/16 | | | 934,969 | | | | 954,527 | | | | (19,558 | ) |
SELL | | | EUR | | | Royal Bank of Scotland Group PLC | | 1,724,000 | | 1/15/16 | | | 1,849,683 | | | | 1,874,037 | | | | (24,354 | ) |
BUY | | | GBP | | | BNP Paribas S.A. | | 3,535,311 | | 1/15/16 | | | 5,379,583 | | | | 5,211,906 | | | | (167,677 | ) |
BUY | | | GBP | | | Deutsche Bank AG | | 614,000 | | 1/15/16 | | | 945,947 | | | | 905,185 | | | | (40,762 | ) |
BUY | | | GBP | | | Goldman Sachs International | | 3,243,578 | | 1/15/16 | | | 4,972,397 | | | | 4,781,820 | | | | (190,577 | ) |
BUY | | | JPY | | | Credit Suisse Group | | 1,701,718,813 | | 1/15/16 | | | 14,216,591 | | | | 14,161,445 | | | | (55,146 | ) |
BUY | | | JPY | | | Goldman Sachs International | | 22,271,257 | | 1/15/16 | | | 186,084 | | | | 185,338 | | | | (746 | ) |
SELL | | | JPY | | | Goldman Sachs International | | 138,436,671 | | 1/15/16 | | | 1,138,178 | | | | 1,152,049 | | | | (13,871 | ) |
SELL | | | JPY | | | Merrill Lynch International | | 91,761,000 | | 1/15/16 | | | 747,979 | | | | 763,621 | | | | (15,642 | ) |
SELL | | | JPY | | | Morgan Stanley Capital Services, Inc. | | 264,913,486 | | 1/15/16 | | | 2,183,778 | | | | 2,204,570 | | | | (20,792 | ) |
BUY | | | NOK | | | Citibank N.A. | | 7,792,000 | | 1/15/16 | | | 963,202 | | | | 880,210 | | | | (82,992 | ) |
SELL | | | NZD | | | Citibank N.A. | | 1,440,000 | | 1/15/16 | | | 972,791 | | | | 984,333 | | | | (11,542 | ) |
SELL | | | NZD | | | Goldman Sachs International | | 7,142,034 | | 1/15/16 | | | 4,738,873 | | | | 4,882,043 | | | | (143,170 | ) |
SELL | | | NZD | | | Westpac Banking Corp. | | 5,063,137 | | 1/15/16 | | | 3,336,228 | | | | 3,460,982 | | | | (124,754 | ) |
BUY | | | PLN | | | Morgan Stanley Capital Services, Inc. | | 24,636 | | 1/15/16 | | | 6,517 | | | | 6,279 | | | | (238 | ) |
BUY | | | SEK | | | Goldman Sachs International | | 16,169,486 | | 1/15/16 | | | 1,965,571 | | | | 1,916,036 | | | | (49,535 | ) |
SELL | | | SEK | | | Goldman Sachs International | | 15,967,000 | | 1/15/16 | | | 1,884,186 | | | | 1,892,042 | | | | (7,856 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | (1,533,403 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
See Notes to Financial Statements
10
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $181,243,360) | | | $173,417,370 | | | | | |
Underlying affiliated funds, at cost and value | | | 8,951,062 | | | | | |
Total investments, at value (identified cost, $190,194,422) | | | $182,368,432 | | | | | |
Receivables for | | | | | | | | |
Forward foreign currency exchange contracts | | | 1,882,256 | | | | | |
Fund shares sold | | | 23,308 | | | | | |
Interest | | | 1,932,170 | | | | | |
Other assets | | | 1,862 | | | | | |
Total assets | | | | | | | $186,208,028 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Forward foreign currency exchange contracts | | | $1,533,403 | | | | | |
Fund shares reacquired | | | 43,304 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 7,707 | | | | | |
Shareholder servicing costs | | | 12 | | | | | |
Distribution and/or service fees | | | 22 | | | | | |
Payable for independent Trustees’ compensation | | | 19 | | | | | |
Accrued expenses and other liabilities | | | 59,710 | | | | | |
Total liabilities | | | | | | | $1,644,177 | |
Net assets | | | | | | | $184,563,851 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $200,038,542 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | (7,499,407 | ) | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | (7,393,255 | ) | | | | |
Accumulated distributions in excess of net investment income | | | (582,029 | ) | | | | |
Net assets | | | | | | | $184,563,851 | |
Shares of beneficial interest outstanding | | | | | | | 18,757,272 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $182,978,009 | | | | 18,593,573 | | | | $9.84 | |
Service Class | | | 1,585,842 | | | | 163,699 | | | | 9.69 | |
See Notes to Financial Statements
11
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 12/31/15 | | | | | | | | |
Net investment income | | | | | |
Income | | | | | | | | |
Interest | | | $3,501,843 | | | | | |
Dividends from underlying affiliated funds | | | 22,703 | | | | | |
Total investment income | | | | | | | $3,524,546 | |
Expenses | | | | | | | | |
Management fee | | | $1,499,994 | | | | | |
Distribution and/or service fees | | | 4,410 | | | | | |
Shareholder servicing costs | | | 2,775 | | | | | |
Administrative services fee | | | 40,956 | | | | | |
Independent Trustees’ compensation | | | 9,237 | | | | | |
Custodian fee | | | 44,804 | | | | | |
Shareholder communications | | | 8,673 | | | | | |
Audit and tax fees | | | 67,230 | | | | | |
Legal fees | | | 1,680 | | | | | |
Miscellaneous | | | 20,051 | | | | | |
Total expenses | | | | | | | $1,699,810 | |
Fees paid indirectly | | | (33 | ) | | | | |
Reduction of expenses by investment adviser | | | (13,884 | ) | | | | |
Net expenses | | | | | | | $1,685,893 | |
Net investment income | | | | | | | $1,838,653 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $(11,704,342 | ) | | | | |
Foreign currency | | | 2,377,955 | | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $(9,326,387 | ) |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(119,190 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | 2,326 | | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(116,864 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(9,443,251 | ) |
Change in net assets from operations | | | | | | | $(7,604,598 | ) |
See Notes to Financial Statements
12
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $1,838,653 | | | | $2,399,812 | |
Net realized gain (loss) on investments and foreign currency | | | (9,326,387 | ) | | | 497,061 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (116,864 | ) | | | (671,379 | ) |
Change in net assets from operations | | | $(7,604,598 | ) | | | $2,225,494 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(4,962,664 | ) | | | $(1,198,057 | ) |
Change in net assets from fund share transactions | | | $(14,622,786 | ) | | | $(19,854,890 | ) |
Total change in net assets | | | $(27,190,048 | ) | | | $(18,827,453 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 211,753,899 | | | | 230,581,352 | |
At end of period (including accumulated distributions in excess of net investment income of $582,029 and undistributed net investment income of $3,781,803, respectively) | | | $184,563,851 | | | | $211,753,899 | |
See Notes to Financial Statements
13
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $10.47 | | | | $10.45 | | | | $11.03 | | | | $11.29 | | | | $11.00 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.09 | | | | $0.11 | | | | $0.10 | | | | $0.11 | | | | $0.18 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.47 | ) | | | (0.03 | ) | | | (0.68 | ) | | | (0.04 | ) | | | 0.49 | |
Total from investment operations | | | $(0.38 | ) | | | $0.08 | | | | $(0.58 | ) | | | $0.07 | | | | $0.67 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.25 | ) | | | $(0.06 | ) | | | $— | | | | $(0.33 | ) | | | $(0.26 | ) |
From net realized gain on investments | | | — | | | | — | | | | — | | | | — | | | | (0.12 | ) |
From tax return of capital | | | — | | | | — | | | | — | | | | (0.00 | )(w) | | | — | |
Total distributions declared to shareholders | | | $(0.25 | ) | | | $(0.06 | ) | | | $— | | | | $(0.33 | ) | | | $(0.38 | ) |
Net asset value, end of period (x) | | | $9.84 | | | | $10.47 | | | | $10.45 | | | | $11.03 | | | | $11.29 | |
Total return (%) (k)(r)(s)(x) | | | (3.66 | ) | | | 0.73 | | | | (5.26 | ) | | | 0.64 | | | | 6.06 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.85 | | | | 0.84 | | | | 0.84 | | | | 0.98 | | | | 1.14 | |
Expenses after expense reductions (f) | | | 0.84 | | | | 0.83 | | | | 0.84 | | | | 0.98 | | | | 1.00 | |
Net investment income | | | 0.92 | | | | 1.07 | | | | 0.94 | | | | 0.96 | | | | 1.59 | |
Portfolio turnover | | | 94 | | | | 31 | | | | 56 | | | | 15 | | | | 70 | |
Net assets at end of period (000 omitted) | | | $182,978 | | | | $209,945 | | | | $228,029 | | | | $226,668 | | | | $34,252 | |
See Notes to Financial Statements
14
MFS Global Governments Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $10.31 | | | | $10.28 | | | | $10.87 | | | | $11.13 | | | | $10.85 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.07 | | | | $0.09 | | | | $0.07 | | | | $0.08 | | | | $0.15 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.46 | ) | | | (0.04 | ) | | | (0.66 | ) | | | (0.04 | ) | | | 0.48 | |
Total from investment operations | | | $(0.39 | ) | | | $0.05 | | | | $(0.59 | ) | | | $0.04 | | | | $0.63 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.23 | ) | | | $(0.02 | ) | | | $— | | | | $(0.30 | ) | | | $(0.23 | ) |
From net realized gain on investments | | | — | | | | — | | | | — | | | | — | | | | (0.12 | ) |
From tax return of capital | | | — | | | | — | | | | — | | | | (0.00 | )(w) | | | — | |
Total distributions declared to shareholders | | | $(0.23 | ) | | | $(0.02 | ) | | | $— | | | | $(0.30 | ) | | | $(0.35 | ) |
Net asset value, end of period (x) | | | $9.69 | | | | $10.31 | | | | $10.28 | | | | $10.87 | | | | $11.13 | |
Total return (%) (k)(r)(s)(x) | | | (3.86 | ) | | | 0.49 | | | | (5.43 | ) | | | 0.33 | | | | 5.75 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.10 | | | | 1.09 | | | | 1.09 | | | | 1.25 | | | | 1.39 | |
Expenses after expense reductions (f) | | | 1.09 | | | | 1.08 | | | | 1.09 | | | | 1.25 | | | | 1.25 | |
Net investment income | | | 0.67 | | | | 0.81 | | | | 0.69 | | | | 0.71 | | | | 1.34 | |
Portfolio turnover | | | 94 | | | | 31 | | | | 56 | | | | 15 | | | | 70 | |
Net assets at end of period (000 omitted) | | | $1,586 | | | | $1,809 | | | | $2,553 | | | | $2,268 | | | | $2,617 | |
(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 a 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
15
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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. 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. Values obtained from 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 halting 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
16
MFS Global Governments Portfolio
Notes to Financial Statements – continued
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 not reflected in total investments, such as forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | $— | | | | $61,125,492 | | | | $— | | | | $61,125,492 | |
Non-U.S. Sovereign Debt | | | — | | | | 108,758,563 | | | | — | | | | 108,758,563 | |
Residential Mortgage-Backed Securities | | | — | | | | 901,214 | | | | — | | | | 901,214 | |
Commercial Mortgage-Backed Securities | | | — | | | | 2,710 | | | | — | | | | 2,710 | |
Foreign Bonds | | | — | | | | 2,629,391 | | | | — | | | | 2,629,391 | |
Mutual Funds | | | 8,951,062 | | | | — | | | | — | | | | 8,951,062 | |
Total Investments | | | $8,951,062 | | | | $173,417,370 | | | | $— | | | | $182,368,432 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts | | | $— | | | | $348,853 | | | | $— | | | | $348,853 | |
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 for different purposes, 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 were forward foreign currency exchange contracts. 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, 2015 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | | | Fair Value | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Foreign Exchange | | Forward Foreign Currency Exchange | | | $1,882,256 | | | | $(1,533,403 | ) |
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, 2015 as reported in the Statement of Operations:
| | | | |
Risk | | Foreign Currency | |
Foreign Exchange | | | $2,599,803 | |
17
MFS Global Governments Portfolio
Notes to Financial Statements – continued
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | | | |
Risk | | Translation of Assets and Liabilities in Foreign Currencies | |
Foreign Exchange | | | $(62,531 | ) |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
The following table presents the fund’s derivative assets and liabilities (by type) on a gross basis as of December 31, 2015:
| | | | | | | | |
Gross Amounts of: | | Derivative Assets | | | Derivative Liabilities | |
Forward Foreign Currency Exchange Contracts | | | $1,882,256 | | | | $(1,533,403 | ) |
Total Gross Amount of Derivative Assets and Liabilities Presented in the Statement of Assets & Liabilities | | | $1,882,256 | | | | $(1,533,403 | ) |
Less: Derivatives Assets and Liabilities Not Subject to a Master Netting Agreement or Similar Arrangement | | | 155,521 | | | | (248,630 | ) |
Total Gross Amount of Derivative Assets and Liabilites Subject to a Master Netting Agreement or Similar Arrangement | | | $1,726,735 | | | | $(1,284,773 | ) |
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, 2015:
| | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | | | $85,544 | | | | $— | | | | $— | | | | $— | | | | $85,544 | |
Citibank N.A. | | | 101,471 | | | | (101,471 | ) | | | — | | | | — | | | | — | |
Deutsche Bank AG | | | 292,533 | | | | (42,664 | ) | | | — | | | | — | | | | 249,869 | |
Goldman Sachs International | | | 1,036,825 | | | | (765,725 | ) | | | — | | | | — | | | | 271,100 | |
Merrill Lynch International | | | 38,177 | | | | (17,995 | ) | | | — | | | | — | | | | 20,182 | |
Morgan Stanley Capital Services, Inc. | | | 69,374 | | | | (41,110 | ) | | | — | | | | — | | | | 28,264 | |
Westpac Banking Corp. | | | 102,811 | | | | (102,811 | ) | | | — | | | | — | | | | — | |
Total | | | $1,726,735 | | | | $(1,071,776 | ) | | | $— | | | | $— | | | | $654,959 | |
18
MFS Global Governments Portfolio
Notes to Financial Statements – continued
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, 2015:
| | | | | | | | | | | | | | | | | | | | |
| | | | | Amounts Not Offset in the Statement of Assets & Liabilties | | | | |
| | 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 | |
Citibank N.A. | | | $(125,200 | ) | | | $101,471 | | | | — | | | | — | | | | (23,729 | ) |
Deutsche Bank AG | | | (42,664 | ) | | | 42,664 | | | | — | | | | — | | | | — | |
Goldman Sachs International | | | (765,725 | ) | | | 765,725 | | | | — | | | | — | | | | — | |
JPMorgan Chase Bank N.A. | | | (123,698 | ) | | | — | | | | — | | | | — | | | | (123,698 | ) |
Merrill Lynch International | | | (17,995 | ) | | | 17,995 | | | | — | | | | — | | | | — | |
Morgan Stanley Capital Services, Inc. | | | (41,110 | ) | | | 41,110 | | | | — | | | | — | | | | — | |
Westpac Banking Corp. | | | (168,381 | ) | | | 102,811 | | | | — | | | | — | | | | (65,570 | ) |
Total | | | $(1,284,773 | ) | | | $1,071,776 | | | | $— | | | | $— | | | | $(212,997 | ) |
(b) | The amount presented here may be less than the total amount of collateral (received)/pledged as the net amount of derivative assets and liabilities for a counterparty cannot be less than $0. |
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 foreign currency.
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, an industry accepted settlement system. 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. 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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
19
MFS Global Governments Portfolio
Notes to Financial Statements – continued
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to net operating losses, 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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $4,962,664 | | | | $1,198,057 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $193,319,646 | |
Gross appreciation | | | 747,907 | |
Gross depreciation | | | (11,699,121 | ) |
Net unrealized appreciation (depreciation) | | | $(10,951,214 | ) |
Capital loss carryforwards | | | (4,011,980 | ) |
Other temporary differences | | | (511,497 | ) |
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such losses are characterized as follows:
| | | | |
Short-Term | | | $(3,003,773 | ) |
Long-Term | | | (1,008,207 | ) |
Total | | | $(4,011,980 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), the above net capital losses may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses.
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:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $4,916,207 | | | | $1,194,116 | |
Service Class | | | 46,457 | | | | 3,941 | |
Total | | | $4,962,664 | | | | $1,198,057 | |
20
MFS Global Governments 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:
| | | | |
First $300 million of average daily net assets | | | 0.75% | |
Average daily net assets in excess of $300 million | | | 0.675% | |
The investment adviser has agreed in writing to reduce its management fee to 0.625% of average daily net assets in excess of $1 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2017. For the year ended December 31, 2015, the fund’s average daily net assets did not exceed $1 billion and therefore, the management fee was not reduced. MFS has also 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, 2015, this management fee reduction amounted to $13,884, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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 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, 2017. For the year ended December 31, 2015, 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, 2015, the fee was $2,690, which equated to 0.0013% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $85.
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, 2015 was equivalent to an annual effective rate of 0.0205% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $647 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
21
MFS Global Governments Portfolio
Notes to Financial Statements – continued
For the year ended December 31, 2015, purchases and sales of investments, other short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $74,530,170 | | | | $63,993,622 | |
Investments (non-U.S. Government securities) | | | $93,439,363 | | | | $113,626,379 | |
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 270,940 | | | | $2,743,138 | | | | 349,890 | | | | $3,736,310 | |
Service Class | | | 43,244 | | | | 438,974 | | | | 68,923 | | | | 728,991 | |
| | | 314,184 | | | | $3,182,112 | | | | 418,813 | | | | $4,465,301 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 489,662 | | | | $4,916,207 | | | | 109,653 | | | | $1,194,116 | |
Service Class | | | 4,697 | | | | 46,457 | | | | 367 | | | | 3,941 | |
| | | 494,359 | | | | $4,962,664 | | | | 110,020 | | | | $1,198,057 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (2,211,575 | ) | | | $(22,187,190 | ) | | | (2,227,628 | ) | | | $(24,033,815 | ) |
Service Class | | | (59,631 | ) | | | (580,372 | ) | | | (142,120 | ) | | | (1,484,433 | ) |
| | | (2,271,206 | ) | | | $(22,767,562 | ) | | | (2,369,748 | ) | | | $(25,518,248 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (1,450,973 | ) | | | $(14,527,845 | ) | | | (1,768,085 | ) | | | $(19,103,389 | ) |
Service Class | | | (11,690 | ) | | | (94,941 | ) | | | (72,830 | ) | | | (751,501 | ) |
| | | (1,462,663 | ) | | | $(14,622,786 | ) | | | (1,840,915 | ) | | | $(19,854,890 | ) |
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 50%, 30%, and 10%, respectively, of the value of outstanding voting shares of the fund.
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $662 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 11,963,279 | | | | 121,245,441 | | | | (124,257,658 | ) | | | 8,951,062 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $22,703 | | | | $8,951,062 | |
22
MFS Global Governments 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 Governments Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Global Governments Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Global Governments Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
23
MFS Global Governments Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
24
MFS Global Governments Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
25
MFS Global Governments Portfolio
Trustees and Officers – continued
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 Managers Matthew Ryan Erik Weisman | | |
26
MFS Global Governments Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 5th quintile relative to the other funds in the universe for this three-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 5th quintile for the five-year period ended December 31, 2014 relative to the Lipper 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. 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 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
27
MFS Global Governments Portfolio
Board Review of Investment Advisory Agreement – continued
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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, and that MFS has agreed in writing to further reduce its advisory fee rate on the Fund’s average daily net assets over $1 billion, which may not be changed without the Trustees’ approval. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
28
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
29
rev. 3/11
| | | | |
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. |
30
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
31
ANNUAL REPORT
December 31, 2015
MFS® GLOBAL GROWTH
PORTFOLIO
MFS® Variable Insurance Trust II
WGO-ANN
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
MFS Global Growth Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Global Growth Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Alphabet, Inc., “A” | | | 3.5% | |
Accenture PLC, “A” | | | 3.1% | |
Thermo Fisher Scientific, Inc. | | | 2.3% | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 2.2% | |
Danone S.A. | | | 2.1% | |
Nestle S.A. | | | 2.1% | |
Visa, Inc., “A” | | | 2.1% | |
LVMH Moet Hennessy Louis Vuitton S.A. | | | 2.0% | |
Mead Johnson Nutrition Co., “A” | | | 1.9% | |
Compass Group PLC | | | 1.9% | |
| |
Equity sectors | | | | |
Consumer Staples | | | 16.6% | |
Technology | | | 13.7% | |
Special Products & Services | | | 12.9% | |
Retailing | | | 12.4% | |
Health Care | | | 10.8% | |
Industrial Goods & Services | | | 9.3% | |
Basic Materials | | | 8.6% | |
Financial Services | | | 7.0% | |
Leisure | | | 5.4% | |
Energy | | | 1.1% | |
Autos & Housing | | | 0.7% | |
Transportation | | | 0.5% | |
| | | | |
Issuer country weightings (x) | | | | |
United States | | | 58.0% | |
United Kingdom | | | 11.0% | |
France | | | 7.7% | |
Switzerland | | | 6.8% | |
China | | | 3.2% | |
Taiwan | | | 2.2% | |
Germany | | | 2.1% | |
Brazil | | | 1.6% | |
Denmark | | | 1.5% | |
Other Countries | | | 5.9% | |
| |
Currency exposure weightings (y) | | | | |
United States Dollar | | | 58.7% | |
British Pound Sterling | | | 11.0% | |
Euro | | | 9.8% | |
Swiss Franc | | | 6.8% | |
Hong Kong Dollar | | | 2.3% | |
Taiwan Dollar | | | 2.2% | |
Chinese Renminbi | | | 1.7% | |
Brazilian Real | | | 1.6% | |
Danish Krone | | | 1.5% | |
Other Currencies | | | 4.4% | |
(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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Global Growth Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Global Growth Portfolio (“fund”) provided a total return of –1.54%, while Service Class shares of the fund provided a total return of –1.82%. These returns compare with a return of 1.91% over the same period for the fund’s benchmark, the MSCI All Country World Growth Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Weak stock selection within the consumer staples sector was a primary detractor from performance relative to the MSCI All Country World Growth Index. The fund’s overweight positions in diversified foods company Want Want China Holdings (China) and foods producer M. Dias Branco S.A. Industria e Comercio de Alimentos (Brazil) held back relative performance as both stocks lagged the benchmark over the reporting period. Shares of Want Want China depreciated throughout the reporting period as sales declined due, in part, to the economic slowdown in China and increased competition.
Stock selection within the industrial goods & services sector also weakened relative performance, led by the fund’s positions in industrial manufacturing and engineering company Colfax Corporation (b) and integrated power systems manufacturer Rolls-Royce Holdings (b) (United Kingdom), and an overweight holding of facilities maintenance products supplier W.W. Grainger. Shares of Colfax declined after management lowered earnings guidance for 2016, citing a difficult year for revenue and earnings due to end market pressures from a weak macroeconomic environment.
Security selection in the leisure sector further detracted from relative performance. The fund’s overweight position in global media company Twenty-First Century Fox held back relative performance as the stock underperformed the benchmark.
Stock selection in the retailing sector also detracted from relative returns. Here, not holding shares of internet retailer Amazon.com and an overweight position in shares of luxury goods retailer Burberry Group (United Kingdom) weighed on relative results. Shares of Amazon.com appreciated after the company reported strong quarterly results, driven by improved growth in its core retail segment and remote computing segment (Amazon Web Services).
Elsewhere, the fund’s overweight positions in investment management firm Franklin Resources and financial services company Credicorp (Peru) held back relative returns.
Contributors to Performance
Security selection in the special products & services sector contributed to relative performance. The fund’s overweight positions in shares of management consulting firm Accenture and consumer credit reporting company Equifax supported relative returns. Shares of Accenture appreciated after the company reported better-than-expected earnings which were driven by strong results in its consulting division.
Strong stock selection in the technology sector also benefited relative returns. Here, overweight positions in strong-performing internet search company Alphabet (formerly Google) and the timing of the fund’s ownership in shares of web services company Baidu (China) contributed to relative results. Shares of Alphabet rose after the company posted strong earnings results during the period. YouTube and mobile search were among key top-line growth drivers, while tight expense discipline also aided results.
3
MFS Global Growth Portfolio
Management Review – continued
Other notable contributors to relative performance included the fund’s holdings of food and drug store Sundrug (b) (Japan) and overweight positions in global payments technology company Visa, automotive parts manufacturer AutoZone, life sciences supply company Thermo Fisher Scientific and brewing company Carlsberg (Denmark). Additionally, an underweight position in railroad company Union Pacific bolstered relative results.
Respectfully,
| | |
David Antonelli | | Jeffrey Constantino |
Portfolio Manager | | Portfolio Manager |
(b) | Security is not a benchmark constituent. |
The views expressed in this report are those of the portfolio managers 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.
4
MFS Global Growth Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/16/93 | | (1.54)% | | 6.90% | | 5.89% | | |
| | Service Class | | 8/24/01 | | (1.82)% | | 6.62% | | 5.62% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | MSCI All Country World Growth Index (f) | | 1.91% | | 7.75% | | 6.13% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
MSCI All Country World Growth Index – 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.
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.
5
MFS Global Growth Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 1.01% | | | | $1,000.00 | | | | $958.14 | | | | $4.98 | |
| Hypothetical (h) | | | 1.01% | | | | $1,000.00 | | | | $1,020.11 | | | | $5.14 | |
Service Class | | Actual | | | 1.26% | | | | $1,000.00 | | | | $956.96 | | | | $6.22 | |
| Hypothetical (h) | | | 1.26% | | | | $1,000.00 | | | | $1,018.85 | | | | $6.41 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Global Growth Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 99.0% | | | | | | | | |
Aerospace – 2.5% | | | | | | | | |
Rolls-Royce Holdings PLC | | | 71,266 | | | $ | 604,091 | |
United Technologies Corp. | | | 7,053 | | | | 677,582 | |
| | | | | | | | |
| | | $ | 1,281,673 | |
| | | | | | | | |
Alcoholic Beverages – 4.8% | | | | | | | | |
AmBev S.A., ADR | | | 106,657 | | | $ | 475,690 | |
Carlsberg A.S., “B” | | | 6,968 | | | | 616,076 | |
Diageo PLC | | | 19,190 | | | | 523,321 | |
Pernod Ricard S.A. | | | 7,235 | | | | 822,554 | |
| | | | | | | | |
| | | $ | 2,437,641 | |
| | | | | | | | |
Apparel Manufacturers – 6.2% | | | | | | | | |
Burberry Group PLC | | | 32,520 | | | $ | 572,895 | |
Compagnie Financiere Richemont S.A. | | | 3,199 | | | | 229,795 | |
LVMH Moet Hennessy Louis Vuitton S.A. | | | 6,513 | | | | 1,018,156 | |
NIKE, Inc., “B” | | | 5,833 | | | | 364,563 | |
Samsonite International S.A. | | | 138,900 | | | | 417,593 | |
VF Corp. | | | 8,583 | | | | 534,292 | |
| | | | | | | | |
| | | $ | 3,137,294 | |
| | | | | | | | |
Broadcasting – 2.9% | | | | | | | | |
Time Warner, Inc. | | | 7,552 | | | $ | 488,388 | |
Twenty-First Century Fox, Inc. | | | 27,864 | | | | 756,786 | |
Walt Disney Co. | | | 2,365 | | | | 248,514 | |
| | | | | | | | |
| | | $ | 1,493,688 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.0% | | | | | | | | |
Franklin Resources, Inc. | | | 13,185 | | | $ | 485,472 | |
| | | | | | | | |
Business Services – 12.9% | | | | | | | | |
Accenture PLC, “A” | | | 15,211 | | | $ | 1,589,550 | |
Brenntag AG | | | 9,683 | | | | 505,378 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 12,655 | | | | 759,553 | |
Compass Group PLC | | | 54,459 | | | | 943,331 | |
Equifax, Inc. | | | 3,208 | | | | 357,275 | |
Experian Group Ltd. | | | 26,006 | | | | 459,539 | |
Fidelity National Information Services, Inc. | | | 12,323 | | | | 746,774 | |
Fiserv, Inc. (a) | | | 4,607 | | | | 421,356 | |
Intertek Group PLC | | | 19,217 | | | | 785,915 | |
| | | | | | | | |
| | | $ | 6,568,671 | |
| | | | | | | | |
Chemicals – 3.4% | | | | | | | | |
LyondellBasell Industries N.V., “A” | | | 5,910 | | | $ | 513,579 | |
Monsanto Co. | | | 7,962 | | | | 784,416 | |
PPG Industries, Inc. | | | 4,384 | | | | 433,227 | |
| | | | | | | | |
| | | $ | 1,731,222 | |
| | | | | | | | |
Computer Software – 1.2% | | | | | | | | |
Dassault Systems S.A. | | | 3,115 | | | $ | 249,227 | |
Oracle Corp. | | | 10,251 | | | | 374,469 | |
| | | | | | | | |
| | | $ | 623,696 | |
| | | | | | | | |
Computer Software – Systems – 1.9% | | | | | | | | |
Apple, Inc. | | | 5,057 | | | $ | 532,300 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Computer Software – Systems – continued | |
EMC Corp. | | | 17,541 | | | $ | 450,453 | |
| | | | | | | | |
| | | $ | 982,753 | |
| | | | | | | | |
Construction – 0.7% | | | | | | | | |
Sherwin-Williams Co. | | | 1,421 | | | $ | 368,892 | |
| | | | | | | | |
Consumer Products – 4.1% | | | | | | | | |
Colgate-Palmolive Co. | | | 13,436 | | | $ | 895,106 | |
Hengan International Group Co. Ltd. | | | 26,000 | | | | 243,935 | |
L’Oréal | | | 3,632 | | | | 611,050 | |
Reckitt Benckiser Group PLC | | | 3,833 | | | | 352,824 | |
| | | | | | | | |
| | | $ | 2,102,915 | |
| | | | | | | | |
Electrical Equipment – 5.1% | | | | | | | | |
Amphenol Corp., “A” | | | 6,535 | | | $ | 341,323 | |
Danaher Corp. | | | 6,738 | | | | 625,825 | |
Mettler-Toledo International, Inc. (a) | | | 1,808 | | | | 613,147 | |
Schneider Electric S.A. | | | 2,933 | | | | 166,993 | |
W.W. Grainger, Inc. | | | 4,049 | | | | 820,287 | |
| | | | | | | | |
| | | $ | 2,567,575 | |
| | | | | | | | |
Electronics – 4.6% | | | | | | | | |
Microchip Technology, Inc. | | | 5,714 | | | $ | 265,930 | |
Samsung Electronics Co. Ltd. | | | 244 | | | | 260,551 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 48,530 | | | | 1,104,058 | |
Texas Instruments, Inc. | | | 13,360 | | | | 732,262 | |
| | | | | | | | |
| | | $ | 2,362,801 | |
| | | | | | | | |
Energy – Integrated – 0.3% | | | | | | | | |
BG Group PLC | | | 11,217 | | | $ | 162,661 | |
| | | | | | | | |
Food & Beverages – 7.7% | | | | | | | | |
Chr. Hansen Holding A.S. | | | 2,727 | | | $ | 170,568 | |
Danone S.A. | | | 16,025 | | | | 1,081,485 | |
M. Dias Branco S.A. Industria e Comercio de Alimentos | | | 9,542 | | | | 160,390 | |
Mead Johnson Nutrition Co., “A” | | | 11,955 | | | | 943,847 | |
Nestle S.A. | | | 14,553 | | | | 1,078,722 | |
Want Want China Holdings Ltd. | | | 679,000 | | | | 502,244 | |
| | | | | | | | |
| | | $ | 3,937,256 | |
| | | | | | | | |
Food & Drug Stores – 2.5% | | | | | | | | |
CVS Health Corp. | | | 8,651 | | | $ | 845,808 | |
Sundrug Co. Ltd. | | | 6,500 | | | | 418,042 | |
| | | | | | | | |
| | | $ | 1,263,850 | |
| | | | | | | | |
General Merchandise – 0.9% | | | | | | | | |
Dollarama, Inc. | | | 4,036 | | | $ | 233,170 | |
Lojas Renner S.A. | | | 46,490 | | | | 200,049 | |
| | | | | | | | |
| | | $ | 433,219 | |
| | | | | | | | |
Internet – 5.9% | | | | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 6,473 | | | $ | 526,061 | |
Alphabet, Inc., “A” (a) | | | 2,311 | | | | 1,797,981 | |
7
MFS Global Growth Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Internet – continued | | | | | | | | |
Baidu, Inc., ADR (a) | | | 1,829 | | | $ | 345,754 | |
NAVER Corp. | | | 601 | | | | 334,702 | |
| | | | | | | | |
| | | $ | 3,004,498 | |
| | | | | | | | |
Machinery & Tools – 1.7% | | | | | | | | |
Colfax Corp. (a) | | | 13,087 | | | $ | 305,581 | |
Fastenal Co. | | | 6,591 | | | | 269,045 | |
Schindler Holding AG | | | 1,752 | | | | 293,367 | |
| | | | | | | | |
| | | $ | 867,993 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.9% | |
Express Scripts Holding Co. (a) | | | 5,382 | | | $ | 470,441 | |
| | | | | | | | |
Medical Equipment – 7.2% | | | | | | | | |
Abbott Laboratories | | | 16,667 | | | $ | 748,515 | |
Cooper Cos., Inc. | | | 3,603 | | | | 483,523 | |
DENTSPLY International, Inc. | | | 4,932 | | | | 300,112 | |
Sonova Holding AG | | | 2,904 | | | | 369,089 | |
Thermo Fisher Scientific, Inc. | | | 8,387 | | | | 1,189,696 | |
Waters Corp. (a) | | | 4,216 | | | | 567,389 | |
| | | | | | | | |
| | | $ | 3,658,324 | |
| | | | | | | | |
Oil Services – 0.8% | | | | | | | | |
Schlumberger Ltd. | | | 5,594 | | | $ | 390,182 | |
| | | | | | | | |
Other Banks & Diversified Financials – 6.0% | |
Credicorp Ltd. | | | 3,715 | | | $ | 361,544 | |
HDFC Bank Ltd. | | | 40,380 | | | | 657,739 | |
Julius Baer Group Ltd. | | | 11,796 | | | | 565,544 | |
MasterCard, Inc., “A” | | | 4,282 | | | | 416,896 | |
Visa, Inc., “A” | | | 13,684 | | | | 1,061,194 | |
| | | | | | | | |
| | | $ | 3,062,917 | |
| | | | | | | | |
Pharmaceuticals – 2.7% | | | | | | | | |
Eli Lilly & Co. | | | 5,749 | | | $ | 484,411 | |
Roche Holding AG | | | 3,291 | | | | 906,961 | |
| | | | | | | | |
| | | $ | 1,391,372 | |
| | | | | | | | |
Printing & Publishing – 1.1% | | | | | | | | |
Moody’s Corp. | | | 5,692 | | | $ | 571,135 | |
| | | | | | | | |
Railroad & Shipping – 0.5% | | | | | | | | |
Union Pacific Corp. | | | 3,267 | | | $ | 255,479 | |
| | | | | | | | |
Restaurants – 1.4% | | | | | | | | |
Whitbread PLC | | | 10,776 | | | $ | 696,392 | |
| | | | | | | | |
Specialty Chemicals – 5.2% | | | | | | | | |
Croda International PLC | | | 11,848 | | | $ | 528,089 | |
Ecolab, Inc. | | | 7,718 | | | | 882,785 | |
Linde AG | | | 1,417 | | | | 205,682 | |
Nippon Paint Holdings Co. Ltd. | | | 13,500 | | | | 326,553 | |
Praxair, Inc. | | | 3,791 | | | | 388,198 | |
Symrise AG | | | 5,056 | | | | 335,397 | |
| | | | | | | | |
| | | | | | $ | 2,666,704 | |
| | | | | | | | |
Specialty Stores – 2.9% | | | | | | | | |
AutoZone, Inc. (a) | | | 1,127 | | | $ | 836,133 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Specialty Stores – continued | | | | | | | | |
TJX Cos., Inc. | | | 9,147 | | | $ | 648,614 | |
| | | | | | | | |
| | | | | | $ | 1,484,747 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $41,884,778) | | | $ | 50,461,463 | |
| | | | | | | | |
| |
MONEY MARKET FUNDS – 0.7% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 326,287 | | | $ | 326,287 | |
| | | | | | | | |
Total Investments (Identified Cost, $42,211,065) | | | | | | $ | 50,787,750 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.3% | | | | | | | 175,701 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 50,963,451 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(v) | | Underlying affiliated fund 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 |
PLC | | Public Limited Company |
See Notes to Financial Statements
8
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $41,884,778) | | | $50,461,463 | | | | | |
Underlying affiliated funds, at cost and value | | | 326,287 | | | | | |
Total investments, at value (identified cost, $42,211,065) | | | $50,787,750 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 167,888 | | | | | |
Fund shares sold | | | 3,144 | | | | | |
Interest and dividends | | | 77,936 | | | | | |
Receivable from investment adviser | | | 5,599 | | | | | |
Other assets | | | 787 | | | | | |
Total assets | | | | | | | $51,043,104 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $21,182 | | | | | |
Payable to affiliates | | | | | | | | |
Shareholder servicing costs | | | 9 | | | | | |
Distribution and/or service fees | | | 28 | | | | | |
Payable for independent Trustees’ compensation | | | 55 | | | | | |
Accrued expenses and other liabilities | | | 58,379 | | | | | |
Total liabilities | | | | | | | $79,653 | |
Net assets | | | | | | | $50,963,451 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $39,715,331 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 8,573,183 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 2,386,444 | | | | | |
Undistributed net investment income | | | 288,493 | | | | | |
Net assets | | | | | | | $50,963,451 | |
Shares of beneficial interest outstanding | | | | | | | 2,441,233 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $48,932,410 | | | | 2,343,704 | | | | $20.88 | |
Service Class | | | 2,031,041 | | | | 97,529 | | | | 20.82 | |
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Dividends | | | $877,992 | | | | | |
Interest | | | 10,467 | | | | | |
Dividends from underlying affiliated funds | | | 469 | | | | | |
Foreign taxes withheld | | | (40,092 | ) | | | | |
Total investment income | | | | | | | $848,836 | |
Expenses | | | | | | | | |
Management fee | | | $500,940 | | | | | |
Distribution and/or service fees | | | 5,609 | | | | | |
Shareholder servicing costs | | | 2,230 | | | | | |
Administrative services fee | | | 18,385 | | | | | |
Independent Trustees’ compensation | | | 2,756 | | | | | |
Custodian fee | | | 36,233 | | | | | |
Shareholder communications | | | 8,533 | | | | | |
Audit and tax fees | | | 70,258 | | | | | |
Legal fees | | | 477 | | | | | |
Miscellaneous | | | 10,042 | | | | | |
Total expenses | | | | | | | $655,463 | |
Fees paid indirectly | | | (2 | ) | | | | |
Reduction of expenses by investment adviser | | | (87,695 | ) | | | | |
Net expenses | | | | | | | $567,766 | |
Net investment income | | | | | | | $281,070 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $2,433,409 | | | | | |
Foreign currency | | | (8,539 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $2,424,870 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(3,477,031 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | (703 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(3,477,734 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(1,052,864 | ) |
Change in net assets from operations | | | | | | | $(771,794 | ) |
See Notes to Financial Statements
10
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $281,070 | | | | $538,266 | |
Net realized gain (loss) on investments and foreign currency | | | 2,424,870 | | | | 2,835,354 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (3,477,734 | ) | | | (909,870 | ) |
Change in net assets from operations | | | $(771,794 | ) | | | $2,463,750 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(520,645 | ) | | | $(294,235 | ) |
From net realized gain on investments | | | (2,278,938 | ) | | | — | |
Total distributions declared to shareholders | | | $(2,799,583 | ) | | | $(294,235 | ) |
Change in net assets from fund share transactions | | | $(2,886,482 | ) | | | $(8,549,721 | ) |
Total change in net assets | | | $(6,457,859 | ) | | | $(6,380,206 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 57,421,310 | | | | 63,801,516 | |
At end of period (including undistributed net investment income of $288,493 and $536,607, respectively) | | | $50,963,451 | | | | $57,421,310 | |
See Notes to Financial Statements
11
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $22.45 | | | | $21.63 | | | | $17.96 | | | | $15.11 | | | | $16.26 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.12 | | | | $0.20 | | | | $0.10 | | | | $0.11 | | | | $0.11 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.53 | ) | | | 0.73 | | | | 3.70 | | | | 2.86 | | | | (1.15 | ) |
Total from investment operations | | | $(0.41 | ) | | | $0.93 | | | | $3.80 | | | | $2.97 | | | | $(1.04 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.22 | ) | | | $(0.11 | ) | | | $(0.13 | ) | | | $(0.12 | ) | | | $(0.11 | ) |
From net realized gain on investments | | | (0.94 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.16 | ) | | | $(0.11 | ) | | | $(0.13 | ) | | | $(0.12 | ) | | | $(0.11 | ) |
Net asset value, end of period (x) | | | $20.88 | | | | $22.45 | | | | $21.63 | | | | $17.96 | | | | $15.11 | |
Total return (%) (k)(r)(s)(x) | | | (1.54 | ) | | | 4.32 | | | | 21.26 | | | | 19.72 | | | | (6.38 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.17 | | | | 1.20 | | | | 1.17 | | | | 1.19 | | | | 1.22 | |
Expenses after expense reductions (f) | | | 1.01 | | | | 1.12 | | | | 1.17 | | | | 1.19 | | | | N/A | |
Net investment income | | | 0.52 | | | | 0.91 | | | | 0.49 | | | | 0.68 | | | | 0.72 | |
Portfolio turnover | | | 26 | | | | 25 | | | | 33 | | | | 40 | | | | 36 | |
Net assets at end of period (000 omitted) | | | $48,932 | | | | $55,050 | | | | $60,188 | | | | $57,300 | | | | $56,309 | |
See Notes to Financial Statements
12
MFS Global Growth Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $22.38 | | | | $21.55 | | | | $17.89 | | | | $15.04 | | | | $16.18 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.06 | | | | $0.14 | | | | $0.05 | | | | $0.07 | | | | $0.08 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.53 | ) | | | 0.73 | | | | 3.69 | | | | 2.86 | | | | (1.16 | ) |
Total from investment operations | | | $(0.47 | ) | | | $0.87 | | | | $3.74 | | | | $2.93 | | | | $(1.08 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.15 | ) | | | $(0.04 | ) | | | $(0.08 | ) | | | $(0.08 | ) | | | $(0.06 | ) |
From net realized gain on investments | | | (0.94 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.09 | ) | | | $(0.04 | ) | | | $(0.08 | ) | | | $(0.08 | ) | | | $(0.06 | ) |
Net asset value, end of period (x) | | | $20.82 | | | | $22.38 | | | | $21.55 | | | | $17.89 | | | | $15.04 | |
Total return (%) (k)(r)(s)(x) | | | (1.82 | ) | | | 4.05 | | | | 20.94 | | | | 19.49 | | | | (6.67 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.42 | | | | 1.45 | | | | 1.42 | | | | 1.44 | | | | 1.47 | |
Expenses after expense reductions (f) | | | 1.26 | | | | 1.37 | | | | 1.42 | | | | 1.44 | | | | N/A | |
Net investment income | | | 0.27 | | | | 0.63 | | | | 0.23 | | | | 0.44 | | | | 0.49 | |
Portfolio turnover | | | 26 | | | | 25 | | | | 33 | | | | 40 | | | | 36 | |
Net assets at end of period (000 omitted) | | | $2,031 | | | | $2,372 | | | | $3,614 | | | | $3,152 | | | | $3,101 | |
(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
13
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 legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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
14
MFS Global Growth Portfolio
Notes to Financial Statements – continued
principally traded. Events that occur on a frequent basis 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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $29,038,283 | | | | $— | | | | $— | | | | $29,038,283 | |
United Kingdom | | | 2,120,322 | | | | 3,508,739 | | | | — | | | | 5,629,061 | |
France | | | — | | | | 3,949,465 | | | | — | | | | 3,949,465 | |
Switzerland | | | 369,089 | | | | 3,074,388 | | | | — | | | | 3,443,477 | |
China | | | 871,815 | | | | 746,179 | | | | — | | | | 1,617,994 | |
Taiwan | | | 1,104,058 | | | | — | | | | — | | | | 1,104,058 | |
Germany | | | — | | | | 1,046,457 | | | | — | | | | 1,046,457 | |
Brazil | | | 636,080 | | | | 200,049 | | | | — | | | | 836,129 | |
Denmark | | | — | | | | 786,644 | | | | — | | | | 786,644 | |
Other Countries | | | 1,012,307 | | | | 1,997,588 | | | | — | | | | 3,009,895 | |
Mutual Funds | | | 326,287 | | | | — | | | | — | | | | 326,287 | |
Total Investments | | | $35,478,241 | | | | $15,309,509 | | | | $— | | | | $50,787,750 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $1,046,457 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $2,489,411 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 (“State Street”), 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
15
MFS Global Growth Portfolio
Notes to Financial Statements – continued
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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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 included in “Interest” income 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, 2015, 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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $520,645 | | | | $294,235 | |
Long-term capital gains | | | 2,278,938 | | | | — | |
Total distributions | | | $2,799,583 | | | | $294,235 | |
16
MFS Global Growth Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $42,304,720 | |
Gross appreciation | | | 10,923,648 | |
Gross depreciation | | | (2,440,618 | ) |
Net unrealized appreciation (depreciation) | | | $8,483,030 | |
Undistributed ordinary income | | | 289,683 | |
Undistributed long-term capital gain | | | 2,478,916 | |
Other temporary differences | | | (3,509 | ) |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $506,208 | | | | $289,368 | | | | $2,188,632 | | | | $— | |
Service Class | | | 14,437 | | | | 4,867 | | | | 90,306 | | | | — | |
Total | | | $520,645 | | | | $294,235 | | | | $2,278,938 | | | | $— | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.90% | |
Next $1 billion of average daily net assets | | | 0.75% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $3,865, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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 1.01% of average daily net assets for the Initial Class shares and 1.26% 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, 2017. For the year ended December 31, 2015, this reduction amounted to $83,830, 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, 2015, the fee was $2,151, which equated to 0.0039% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $79.
17
MFS Global Growth Portfolio
Notes to Financial Statements – continued
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, 2015 was equivalent to an annual effective rate of 0.0330% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $176 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $14,448,153 and $20,067,549, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 55,545 | | | | $1,267,995 | | | | 23,527 | | | | $516,947 | |
Service Class | | | 6,065 | | | | 133,120 | | | | 3,725 | | | | 82,392 | |
| | | 61,610 | | | | $1,401,115 | | | | 27,252 | | | | $599,339 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 136,103 | | | | $2,694,840 | | | | 12,872 | | | | $289,368 | |
Service Class | | | 5,298 | | | | 104,743 | | | | 217 | | | | 4,867 | |
| | | 141,401 | | | | $2,799,583 | | | | 13,089 | | | | $294,235 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (300,272 | ) | | | $(6,646,000 | ) | | | (366,883 | ) | | | $(8,054,870 | ) |
Service Class | | | (19,817 | ) | | | (441,180 | ) | | | (65,694 | ) | | | (1,388,425 | ) |
| | | (320,089 | ) | | | $(7,087,180 | ) | | | (432,577 | ) | | | $(9,443,295 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (108,624 | ) | | | $(2,683,165 | ) | | | (330,484 | ) | | | $(7,248,555 | ) |
Service Class | | | (8,454 | ) | | | (203,317 | ) | | | (61,752 | ) | | | (1,301,166 | ) |
| | | (117,078 | ) | | | $(2,886,482 | ) | | | (392,236 | ) | | | $(8,549,721 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $184 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
18
MFS Global Growth Portfolio
Notes to Financial Statements – continued
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | Acquisitions Shares/Par Amount | | Dispositions Shares/Par Amount | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | 361,434 | | 8,683,697 | | (8,718,844) | | | 326,287 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | Capital Gain Distributions | | Dividend Income | | Ending Value | |
MFS Institutional Money Market Portfolio | | $— | | $— | | $469 | | | $326,287 | |
19
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Global Growth Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Global Growth Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
20
MFS Global Growth Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
21
MFS Global Growth Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
22
MFS Global Growth Portfolio
Trustees and Officers – continued
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 Managers David Antonelli Jeffrey Constantino | | |
23
MFS Global Growth Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 4th quintile for the five-year period ended December 31, 2014 relative to the Lipper 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 its retail counterpart, MFS Global Growth 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 conducted with portfolio management personnel during the course of the year as to MFS’ efforts to improve the performance of 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
24
MFS Global Growth Portfolio
Board Review of Investment Advisory Agreement – continued
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
25
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $2,507,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 69.38% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
26
rev. 3/11
| | | | |
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. |
27
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
28
ANNUAL REPORT
December 31, 2015
MFS® GLOBAL RESEARCH PORTFOLIO
MFS® Variable Insurance Trust II
RES-ANN
MFS® GLOBAL RESEARCH 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
MFS Global Research Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Global Research Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Danaher Corp. | | | 1.8% | |
Alphabet, Inc., “A” | | | 1.6% | |
Novartis AG | | | 1.3% | |
Roche Holding AG | | | 1.3% | |
Wells Fargo & Co. | | | 1.3% | |
Visa, Inc., “A” | | | 1.3% | |
CMS Energy Corp. | | | 1.2% | |
JPMorgan Chase & Co. | | | 1.2% | |
Nestle S.A. | | | 1.2% | |
Facebook, Inc., “A” | | | 1.2% | |
| |
Global equity sectors | | | | |
Financial Services | | | 21.4% | |
Capital Goods | | | 16.7% | |
Technology | | | 15.5% | |
Health Care | | | 12.1% | |
Consumer Cyclicals | | | 10.9% | |
Energy | | | 9.4% | |
Consumer Staples | | | 8.0% | |
Telecommunications/Cable Television | | | 5.1% | |
| | | | |
Issuer country weightings (x) | | | | |
United States | | | 62.2% | |
United Kingdom | | | 7.5% | |
Japan | | | 6.6% | |
Switzerland | | | 5.8% | |
France | | | 3.6% | |
Netherlands | | | 2.1% | |
Hong Kong | | | 1.8% | |
Canada | | | 1.6% | |
Germany | | | 1.1% | |
Other Countries | | | 7.7% | |
| |
Currency exposure weightings (y) | | | | |
United States Dollar | | | 63.6% | |
Euro | | | 8.0% | |
British Pound Sterling | | | 7.5% | |
Japanese Yen | | | 6.6% | |
Swiss Franc | | | 5.8% | |
Hong Kong Dollar | | | 2.4% | |
Taiwan Dollar | | | 1.0% | |
South Korean Won | | | 0.9% | |
Canadian Dollar | | | 0.9% | |
Other Currencies | | | 3.3% | |
(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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Global Research Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Global Research Portfolio (“fund”) provided a total return of –0.81%, while Service Class shares of the fund provided a total return of –1.09%. These compare with a return of –1.84% over the same period for the fund’s benchmark, the MSCI All Country World Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
Stock selection in the technology sector was a primary factor that contributed to performance relative to the MSCI All Country World Index. Within this sector, overweight positions in strong-performing internet search company Alphabet (formerly Google) and cloud computing company Salesforce.com supported relative returns. Shares of Alphabet rose after the company posted strong earnings results during the period. Both the YouTube and mobile search segments were among key top-line growth drivers, while tight expense discipline also aided results.
Stock selection in the capital goods sector also contributed to relative results. The fund’s overweight positions in chemical company LG Chem (South Korea) and global security company Northrop Grumman were among the fund’s top relative contributors. Shares of LG Chem traded higher after reporting strong earnings results driven by the decline in oil prices which led to lower input costs in the production of petro chemicals. Additionally, increasing demand for electric vehicle batteries and a new deal with Germany to build the world’s largest energy storage system appeared to have improved the outlook for the company.
Stock selection in the financial services sector further aided relative performance. The fund’s position in insurance company Hiscox (b) (United Kingdom) aided relative results as the stock out-performed the benchmark during the reporting period.
Elsewhere, the fund’s overweight positions in pharmaceutical firm Santen Pharmaceutical, telecommunications company KDDI (Japan), eye care and skin care products company Allergan, tobacco producer Japan Tobacco (Japan) and the timing of ownership in shares of lifestyle brand Ryohin Keikaku (h) (Japan) benefited relative results. Shares of Santen Pharmaceutical appreciated during the period following strong sales across their product line of ophthalmic drugs, particularly in strong sales of Eylea, a recently introduced drug for treating age related macular degeneration.
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 positive factor aiding relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our portfolios to have different currency exposure than the benchmark.
Detractors from Performance
Weak stock selection in the consumer cyclicals sector was a primary detractor from relative performance. Within this sector, an underweight position in strong-performing internet retailer Amazon.com and the fund’s overweight positions in media firm Twenty-First Century Fox and apparel company PVH were among the fund’s top relative detractors for the reporting period. Shares of Amazon.com appreciated after the company reported strong quarterly results, driven by improving growth in its core retail segment and remote computing segment (Amazon Web Services).
3
MFS Global Research Portfolio
Management Review – continued
Stocks in other sectors that detracted from relative returns included the fund’s overweight positions in railroad company Union Pacific, mining operator Rio Tinto (Australia), oil and gas exploration company Anadarko Petroleum, computer and personal electronics maker Hewlett-Packard Enterprise and financial services firm Credicorp (Peru). Shares of Union Pacific depreciated due, in part, to reduced carload volume and weak coal and international shipments that followed the downturn in the energy and crude oil markets. Additionally, not holding shares of software giant Microsoft and diversified industrial conglomerate General Electric hurt relative performance.
Respectfully,
| | | | |
James Keating | | Ben Kottler | | Joseph MacDougall |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
(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 managers 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.
4
MFS Global Research Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/07/94 | | (0.81)% | | 6.53% | | 5.01% | | |
| | Service Class | | 8/24/01 | | (1.09)% | | 6.26% | | 4.74% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | MSCI All Country World Index (f) | | (1.84)% | | 6.66% | | 5.31% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
MSCI All Country World Index – 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.
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.
Prior to October 6, 2008, MFS primarily invested the fund’s assets in U.S. equity securities. Effective October 6, 2008, MFS primarily invests the fund’s assets in U.S. and foreign equity securities, including emerging market equity securities.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
5
MFS Global Research Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.90% | | | | $1,000.00 | | | | $950.71 | | | | $4.43 | |
| Hypothetical (h) | | | 0.90% | | | | $1,000.00 | | | | $1,020.67 | | | | $4.58 | |
Service Class | | Actual | | | 1.15% | | | | $1,000.00 | | | | $949.33 | | | | $5.65 | |
| Hypothetical (h) | | | 1.15% | | | | $1,000.00 | | | | $1,019.41 | | | | $5.85 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Global Research Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 99.1% | | | | | |
Aerospace – 2.8% | | | | | | | | |
Honeywell International, Inc. | | | 8,857 | | | $ | 917,319 | |
Northrop Grumman Corp. | | | 5,432 | | | | 1,025,616 | |
Rockwell Collins, Inc. | | | 4,516 | | | | 416,827 | |
United Technologies Corp. | | | 6,770 | | | | 650,394 | |
| | | | | | | | |
| | | $ | 3,010,156 | |
| | | | | | | | |
Alcoholic Beverages – 0.4% | | | | | | | | |
AmBev S.A., ADR | | | 92,652 | | | $ | 413,228 | |
| | | | | | | | |
Apparel Manufacturers – 1.1% | | | | | |
Burberry Group PLC | | | 22,056 | | | $ | 388,554 | |
LVMH Moet Hennessy Louis Vuitton S.A. | | | 3,107 | | | | 485,707 | |
PVH Corp. | | | 4,232 | | | | 311,687 | |
| | | | | | | | |
| | | $ | 1,185,948 | |
| | | | | | | | |
Automotive – 1.0% | | | | | | | | |
Delphi Automotive PLC | | | 7,769 | | | $ | 666,036 | |
DENSO Corp. | | | 9,300 | | | | 443,418 | |
| | | | | | | | |
| | | $ | 1,109,454 | |
| | | | | | | | |
Biotechnology – 1.1% | | | | | | | | |
Alexion Pharmaceuticals, Inc. (a) | | | 5,986 | | | $ | 1,141,830 | |
| | | | | | | | |
Broadcasting – 1.5% | | | | | | | | |
Time Warner, Inc. | | | 7,171 | | | $ | 463,749 | |
Twenty-First Century Fox, Inc. | | | 20,731 | | | | 563,054 | |
WPP PLC | | | 25,029 | | | | 576,110 | |
| | | | | | | | |
| | | $ | 1,602,913 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.9% | | | | | |
BlackRock, Inc. | | | 2,747 | | | $ | 935,408 | |
Franklin Resources, Inc. | | | 12,350 | | | | 454,727 | |
NASDAQ, Inc. | | | 10,981 | | | | 638,765 | |
| | | | | | | | |
| | | $ | 2,028,900 | |
| | | | | | | | |
Business Services – 4.0% | | | | | | | | |
Accenture PLC, “A” | | | 7,454 | | | $ | 778,943 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 12,642 | | | | 758,773 | |
Equifax, Inc. | | | 3,993 | | | | 444,700 | |
Fidelity National Information Services, Inc. | | | 12,217 | | | | 740,350 | |
Fiserv, Inc. (a) | | | 5,349 | | | | 489,220 | |
Gartner, Inc. (a) | | | 6,309 | | | | 572,226 | |
Global Payments, Inc. | | | 7,714 | | | | 497,630 | |
| | | | | | | | |
| | | $ | 4,281,842 | |
| | | | | | | | |
Cable TV – 1.4% | | | | | | | | |
Charter Communications, Inc., “A” (a)(l) | | | 5,213 | | | $ | 954,500 | |
Time Warner Cable, Inc. | | | 2,942 | | | | 546,006 | |
| | | | | | | | |
| | | $ | 1,500,506 | |
| | | | | | | | |
Chemicals – 2.1% | | | | | | | | |
E.I. du Pont de Nemours & Co. | | | 7,850 | | | $ | 522,810 | |
Monsanto Co. | | | 6,595 | | | | 649,739 | |
Orica Ltd. | | | 22,581 | | | | 252,594 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Chemicals – continued | | | | | | | | |
PPG Industries, Inc. | | | 7,990 | | | $ | 789,572 | |
| | | | | | | | |
| | | $ | 2,214,715 | |
| | | | | | | | |
Computer Software – 2.1% | | | | | | | | |
Adobe Systems, Inc. (a) | | | 9,818 | | | $ | 922,303 | |
Qlik Technologies, Inc. (a) | | | 12,626 | | | | 399,739 | |
Salesforce.com, Inc. (a) | | | 11,184 | | | | 876,826 | |
| | | | | | | | |
| | | $ | 2,198,868 | |
| | | | | | | | |
Computer Software – Systems – 2.0% | | | | | | | | |
Apple, Inc. | | | 6,650 | | | $ | 699,979 | |
EMC Corp. | | | 7,153 | | | | 183,689 | |
Hewlett Packard Enterprise | | | 45,545 | | | | 692,284 | |
Sabre Corp. | | | 15,508 | | | | 433,759 | |
SS&C Technologies Holdings, Inc. | | | 2,226 | | | | 151,969 | |
| | | | | | | | |
| | | $ | 2,161,680 | |
| | | | | | | | |
Conglomerates – 0.4% | | | | | | | | |
CK Hutchison Holdings Ltd. | | | 31,464 | | | $ | 422,309 | |
| | | | | | | | |
Construction – 0.5% | | | | | | | | |
Sherwin-Williams Co. | | | 1,955 | | | $ | 507,518 | |
| | | | | | | | |
Consumer Products – 2.1% | | | | | | | | |
Hengan International Group Co. Ltd. | | | 27,500 | | | $ | 258,009 | |
Kimberly-Clark Corp. | | | 5,031 | | | | 640,446 | |
L’Oréal | | | 4,047 | | | | 680,870 | |
Newell Rubbermaid, Inc. | | | 15,625 | | | | 688,750 | |
| | | | | | | | |
| | | $ | 2,268,075 | |
| | | | | | | | |
Consumer Services – 0.5% | | | | | | | | |
Priceline Group, Inc. (a) | | | 458 | | | $ | 583,927 | |
| | | | | | | | |
Containers – 0.4% | | | | | | | | |
Crown Holdings, Inc. (a) | | | 9,304 | | | $ | 471,713 | |
| | | | | | | | |
Electrical Equipment – 3.0% | | | | | | | | |
Danaher Corp. (s) | | | 20,559 | | | $ | 1,909,520 | |
Schneider Electric S.A. | | | 14,013 | | | | 797,842 | |
W.W. Grainger, Inc. | | | 2,441 | | | | 494,522 | |
| | | | | | | | |
| | | $ | 3,201,884 | |
| | | | | | | | |
Electronics – 2.0% | | | | | | | | |
Avago Technologies Ltd. | | | 5,336 | | | $ | 774,520 | |
MediaTek, Inc. | | | 37,500 | | | | 283,401 | |
NXP Semiconductors N.V. (a) | | | 4,055 | | | | 341,634 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 117,000 | | | | 504,864 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 11,473 | | | | 261,011 | |
| | | | | | | | |
| | | $ | 2,165,430 | |
| | | | | | | | |
Energy – Independent – 2.8% | | | | | | | | |
Anadarko Petroleum Corp. | | | 10,069 | | | $ | 489,152 | |
EOG Resources, Inc. | | | 11,820 | | | | 836,738 | |
INPEX Corp. | | | 31,200 | | | | 307,730 | |
Memorial Resource Development Corp. (a) | | | 27,362 | | | | 441,896 | |
7
MFS Global Research Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Energy – Independent – continued | | | | | | | | |
Oil Search Ltd. | | | 98,081 | | | $ | 478,860 | |
Pioneer Natural Resources Co. | | | 2,983 | | | | 374,009 | |
| | | | | | | | |
| | | $ | 2,928,385 | |
| | | | | | | | |
Energy – Integrated – 2.2% | | | | | | | | |
BG Group PLC | | | 81,380 | | | $ | 1,180,117 | |
Exxon Mobil Corp.(s) | | | 15,006 | | | | 1,169,718 | |
| | | | | | | | |
| | | $ | 2,349,835 | |
| | | | | | | | |
Food & Beverages – 4.4% | | | | | | | | |
Coca-Cola Co. | | | 23,974 | | | $ | 1,029,923 | |
Danone S.A. | | | 12,440 | | | | 839,543 | |
M. Dias Branco S.A. Industria e Comercio de Alimentos | | | 1,610 | | | | 27,062 | |
Mead Johnson Nutrition Co., “A” | | | 6,721 | | | | 530,623 | |
Mondelez International, Inc. | | | 22,304 | | | | 1,000,111 | |
Nestle S.A. | | | 16,723 | | | | 1,239,570 | |
| | | | | | | | |
| | | $ | 4,666,832 | |
| | | | | | | | |
Food & Drug Stores – 1.1% | | | | | | | | |
CVS Health Corp. | | | 12,237 | | | $ | 1,196,411 | |
| | | | | | | | |
General Merchandise – 2.4% | | | | | | | | |
Costco Wholesale Corp. | | | 4,533 | | | $ | 732,080 | |
Dollar Tree, Inc. (a) | | | 11,432 | | | | 882,779 | |
Target Corp. | | | 12,830 | | | | 931,586 | |
| | | | | | | | |
| | | $ | 2,546,445 | |
| | | | | | | | |
Health Maintenance Organizations – 0.8% | | | | | |
UnitedHealth Group, Inc. | | | 6,964 | | | $ | 819,245 | |
| | | | | | | | |
Insurance – 3.3% | | | | | | | | |
ACE Ltd. | | | 6,943 | | | $ | 811,290 | |
AIA Group Ltd. | | | 163,000 | | | | 971,082 | |
American International Group, Inc. | | | 16,478 | | | | 1,021,142 | |
Hiscox Ltd. | | | 48,501 | | | | 753,612 | |
| | | | | | | | |
| | | $ | 3,557,126 | |
| | | | | | | | |
Internet – 4.4% | | | | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 5,252 | | | $ | 426,830 | |
Alphabet, Inc., “A” (a) | | | 2,233 | | | | 1,737,296 | |
Alphabet, Inc., “C” (a) | | | 907 | | | | 688,304 | |
Facebook, Inc., “A” (a) | | | 11,720 | | | | 1,226,615 | |
LinkedIn Corp., “A” (a) | | | 2,712 | | | | 610,417 | |
| | | | | | | | |
| | | $ | 4,689,462 | |
| | | | | | | | |
Machinery & Tools – 1.8% | | | | | | | | |
Kubota Corp. | | | 36,000 | | | $ | 554,943 | |
Roper Technologies, Inc. | | | 4,197 | | | | 796,549 | |
Schindler Holding AG | | | 3,206 | | | | 536,834 | |
| | | | | | | | |
| | | $ | 1,888,326 | |
| | | | | | | | |
Major Banks – 6.5% | | | | | | | | |
Barclays PLC | | | 198,690 | | | $ | 643,096 | |
BNP Paribas | | | 12,509 | | | | 708,059 | |
BOC Hong Kong Holdings Ltd. | | | 157,000 | | | | 476,382 | |
Goldman Sachs Group, Inc. | | | 2,721 | | | | 490,406 | |
HSBC Holdings PLC | | | 128,501 | | | | 1,014,057 | |
JPMorgan Chase & Co. | | | 19,292 | | | | 1,273,851 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Major Banks – continued | | | | | | | | |
Sumitomo Mitsui Financial Group, Inc. | | | 24,500 | | | $ | 924,196 | |
Wells Fargo & Co. | | | 25,116 | | | | 1,365,306 | |
| | | | | | | | |
| | | $ | 6,895,353 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.8% | | | | | |
McKesson Corp. | | | 4,201 | | | $ | 828,563 | |
| | | | | | | | |
Medical Equipment – 2.8% | | | | | | | | |
Cooper Cos., Inc. | | | 3,471 | | | $ | 465,808 | |
Stryker Corp. | | | 11,363 | | | | 1,056,077 | |
Terumo Corp. | | | 18,500 | | | | 572,619 | |
VWR Corp. (a) | | | 30,136 | | | | 853,150 | |
| | | | | | | | |
| | | $ | 2,947,654 | |
| | | | | | | | |
Metals & Mining – 1.0% | | | | | | | | |
Iluka Resources Ltd. | | | 31,305 | | | $ | 138,522 | |
Rio Tinto Ltd. | | | 31,426 | | | | 917,067 | |
| | | | | | | | |
| | | $ | 1,055,589 | |
| | | | | | | | |
Natural Gas – Distribution – 1.3% | | | | | | | | |
Centrica PLC | | | 87,962 | | | $ | 282,536 | |
China Resources Gas Group Ltd. | | | 166,000 | | | | 493,956 | |
Engie | | | 20,036 | | | | 354,591 | |
Tokyo Gas Co. Ltd. | | | 56,000 | | | | 263,051 | |
| | | | | | | | |
| | | $ | 1,394,134 | |
| | | | | | | | |
Natural Gas – Pipeline – 0.8% | | | | | | | | |
Enbridge, Inc. | | | 11,882 | | | $ | 395,008 | |
Enterprise Products Partners LP | | | 16,079 | | | | 411,301 | |
| | | | | | | | |
| | | $ | 806,309 | |
| | | | | | | | |
Network & Telecom – 1.0% | | | | | | | | |
Cisco Systems, Inc. | | | 38,017 | | | $ | 1,032,352 | |
| | | | | | | | |
Oil Services – 0.6% | | | | | | | | |
Schlumberger Ltd. | | | 8,898 | | | $ | 620,636 | |
| | | | | | | | |
Other Banks & Diversified Financials – 9.7% | | | | | |
ABN AMRO Group N.V.,GDR (a) | | | 27,702 | | | $ | 622,273 | |
Aeon Credit Service Co. Ltd. | | | 21,400 | | | | 478,759 | |
American Express Co. | | | 14,013 | | | | 974,604 | |
Credicorp Ltd. | | | 3,973 | | | | 386,652 | |
Discover Financial Services | | | 10,546 | | | | 565,477 | |
Element Financial Corp. | | | 44,065 | | | | 531,824 | |
HDFC Bank Ltd. | | | 51,516 | | | | 839,131 | |
Intesa Sanpaolo S.p.A. | | | 209,351 | | | | 697,682 | |
Julius Baer Group Ltd. | | | 11,237 | | | | 538,743 | |
Kasikornbank Co. Ltd. | | | 79,000 | | | | 326,603 | |
KBC Groep N.V. | | | 9,422 | | | | 589,118 | |
Lloyds TSB Group PLC | | | 764,405 | | | | 823,416 | |
UBS AG | | | 57,438 | | | | 1,105,331 | |
Visa, Inc., “A” | | | 17,436 | | | | 1,352,162 | |
Wintrust Financial Corp. | | | 10,953 | | | | 531,440 | |
| | | | | | | | |
| | | $ | 10,363,215 | |
| | | | | | | | |
Pharmaceuticals – 6.7% | | | | | | | | |
Allergan PLC (a)(s) | | | 3,800 | | | $ | 1,187,500 | |
Bayer AG | | | 5,224 | | | | 655,410 | |
8
MFS Global Research Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Pharmaceuticals – continued | | | | | | | | |
Eli Lilly & Co. | | | 13,046 | | | $ | 1,099,256 | |
Novartis AG | | | 16,220 | | | | 1,386,430 | |
Roche Holding AG | | | 4,965 | | | | 1,368,295 | |
Santen Pharmaceutical Co. Ltd. | | | 42,200 | | | | 693,998 | |
Valeant Pharmaceuticals International, Inc. (a) | | | 7,649 | | | | 777,521 | |
| | | | | | | | |
| | | $ | 7,168,410 | |
| | | | | | | | |
Printing & Publishing – 0.6% | | | | | | | | |
Reed Elsevier N.V. | | | 37,614 | | | $ | 632,513 | |
| | | | | | | | |
Railroad & Shipping – 0.8% | | | | | | | | |
Union Pacific Corp. | | | 11,562 | | | $ | 904,148 | |
| | | | | | | | |
Restaurants – 1.9% | | | | | | | | |
Aramark | | | 24,197 | | | $ | 780,353 | |
Whitbread PLC | | | 8,742 | | | | 564,946 | |
YUM! Brands, Inc. | | | 9,632 | | | | 703,618 | |
| | | | | | | | |
| | | $ | 2,048,917 | |
| | | | | | | | |
Specialty Chemicals – 2.3% | | | | | | | | |
Akzo Nobel N.V. | | | 9,201 | | | $ | 614,567 | |
LG Chem Ltd. | | | 3,394 | | | | 937,401 | |
Linde AG | | | 3,838 | | | | 557,098 | |
W.R. Grace & Co. (a) | | | 3,673 | | | | 365,794 | |
| | | | | | | | |
| | | $ | 2,474,860 | |
| | | | | | | | |
Specialty Stores – 1.7% | | | | | | | | |
ABC-MART, Inc. | | | 7,400 | | | $ | 405,922 | |
Amazon.com, Inc. (a) | | | 855 | | | | 577,886 | |
Gap, Inc. | | | 13,983 | | | | 345,380 | |
Urban Outfitters, Inc. (a) | | | 19,422 | | | | 441,851 | |
| | | | | | | | |
| | | $ | 1,771,039 | |
| | | | | | | | |
Telecommunications – Wireless – 2.4% | | | | | |
American Tower Corp., REIT | | | 7,074 | | | $ | 685,824 | |
KDDI Corp. | | | 46,000 | | | | 1,190,801 | |
Mobile TeleSystems PJSC | | | 40,630 | | | | 116,881 | |
Philippine Long Distance Telephone Co. | | | 4,180 | | | | 182,994 | |
Vodafone Group PLC | | | 116,295 | | | | 376,159 | |
| | | | | | | | |
| | | $ | 2,552,659 | |
| | | | | | | | |
Telephone Services – 1.3% | | | | | | | | |
BT Group PLC | | | 62,288 | | | $ | 430,483 | |
Hellenic Telecommunications Organization S.A. | | | 35,249 | | | | 353,245 | |
TDC A.S. | | | 57,604 | | | | 285,755 | |
Verizon Communications, Inc. | | | 7,289 | | | | 336,898 | |
| | | | | | | | |
| | | $ | 1,406,381 | |
| | | | | | | | |
Tobacco – 1.1% | | | | | | | | |
Japan Tobacco, Inc. | | | 17,800 | | | $ | 653,565 | |
Reynolds American, Inc. | | | 10,739 | | | | 495,605 | |
| | | | | | | | |
| | | $ | 1,149,170 | |
| | | | | | | | |
Trucking – 0.5% | | | | | | | | |
Yamato Holdings Co. Ltd. | | | 24,500 | | | $ | 519,265 | |
| | | | | | | | |
Utilities – Electric Power – 1.8% | | | | | | | | |
CMS Energy Corp. | | | 35,640 | | | $ | 1,285,891 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Utilities – Electric Power – continued | | | | | | | | |
NextEra Energy, Inc. | | | 5,712 | | | $ | 593,420 | |
| | | | | | | | |
| | | $ | 1,879,311 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $98,130,508) | | | $ | 105,563,441 | |
| | | | | | | | |
| |
MONEY MARKET FUNDS – 0.1% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 110,139 | | | $ | 110,139 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.7% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | 719,664 | | | $ | 719,664 | |
| | | | | | | | |
Total Investments (Identified Cost, $98,960,311) | | | | | | $ | 106,393,244 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.1% | | | | 79,490 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 106,472,734 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(j) | | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | | A portion of this security is on loan. |
(s) | | Security or a portion of the security was pledged to cover collateral requirements for securities sold short. At December 31, 2015, the fund had no short sales outstanding. |
(v) | | Underlying affiliated fund 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. |
At December 31, 2015, the fund had cash collateral of $10,962 and other liquid securities with an aggregate value of $588,706 to cover any commitments for securities sold short. Cash collateral is comprised of “Deposits with brokers” in the Statement of Assets and Liabilities. At December 31, 2015, the fund had no short sales outstanding.
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $98,850,172) | | | $106,283,105 | | | | | |
Underlying affiliated funds, at cost and value | | | 110,139 | | | | | |
Total investments, at value, including $839,880 of securities on loan (identified cost, $98,960,311) | | | $106,393,244 | | | | | |
Deposits with brokers | | | 10,962 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 795,489 | | | | | |
Fund shares sold | | | 2,057 | | | | | |
Interest and dividends | | | 187,937 | | | | | |
Other assets | | | 1,298 | | | | | |
Total assets | | | | | | | $107,390,987 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Investments purchased | | | $72,954 | | | | | |
Fund shares reacquired | | | 46,871 | | | | | |
Collateral for securities loaned, at value (c) | | | 719,664 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 4,523 | | | | | |
Shareholder servicing costs | | | 14 | | | | | |
Distribution and/or service fees | | | 113 | | | | | |
Payable for independent Trustees’ compensation | | | 15 | | | | | |
Accrued expenses and other liabilities | | | 74,099 | | | | | |
Total liabilities | | | | | | | $918,253 | |
Net assets | | | | | | | $106,472,734 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $103,366,970 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 7,421,661 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | (5,431,406 | ) | | | | |
Undistributed net investment income | | | 1,115,509 | | | | | |
Net assets | | | | | | | $106,472,734 | |
Shares of beneficial interest outstanding | | | | | | | 4,324,689 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $98,321,452 | | | | 3,992,286 | | | | $24.63 | |
Service Class | | | 8,151,282 | | | | 332,403 | | | | 24.52 | |
(c) | Non-cash collateral is not included. |
See Notes to Financial Statements
10
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 12/31/15 | | | | | | | | |
Net investment income | | | | | |
Income | | | | | | | | |
Dividends | | | $2,318,811 | | | | | |
Interest | | | 11,892 | | | | | |
Dividends from underlying affiliated funds | | | 758 | | | | | |
Foreign taxes withheld | | | (113,246 | ) | | | | |
Total investment income | | | | | | | $2,218,215 | |
Expenses | | | | | | | | |
Management fee | | | $878,514 | | | | | |
Distribution and/or service fees | | | 22,423 | | | | | |
Shareholder servicing costs | | | 3,232 | | | | | |
Administrative services fee | | | 27,995 | | | | | |
Independent Trustees’ compensation | | | 4,617 | | | | | |
Custodian fee | | | 60,668 | | | | | |
Shareholder communications | | | 12,338 | | | | | |
Audit and tax fees | | | 66,928 | | | | | |
Legal fees | | | 1,002 | | | | | |
Miscellaneous | | | 17,845 | | | | | |
Total expenses | | | | | | | $1,095,562 | |
Fees paid indirectly | | | (5 | ) | | | | |
Reduction of expenses by investment adviser | | | (8,132 | ) | | | | |
Net expenses | | | | | | | $1,087,425 | |
Net investment income | | | | | | | $1,130,790 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments (net of $279 country tax) | | | $7,586,115 | | | | | |
Foreign currency | | | (25,556 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $7,560,559 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments (net of $7,010 decrease in deferred country tax) | | | $(9,226,055 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | (3,732 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(9,229,787 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(1,669,228 | ) |
Change in net assets from operations | | | | | | | $(538,438 | ) |
See Notes to Financial Statements
11
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $1,130,790 | | | | $1,470,807 | |
Net realized gain (loss) on investments and foreign currency | | | 7,560,559 | | | | 10,815,776 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (9,229,787 | ) | | | (9,178,157 | ) |
Change in net assets from operations | | | $(538,438 | ) | | | $3,108,426 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(1,447,722 | ) | | | $(1,348,125 | ) |
Change in net assets from fund share transactions | | | $(14,110,074 | ) | | | $(16,911,014 | ) |
Total change in net assets | | | $(16,096,234 | ) | | | $(15,150,713 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 122,568,968 | | | | 137,719,681 | |
At end of period (including undistributed net investment income of $1,115,509 and $1,458,276, respectively) | | | $106,472,734 | | | | $122,568,968 | |
See Notes to Financial Statements
12
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $25.18 | | | | $24.85 | | | | $20.36 | | | | $17.71 | | | | $19.23 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.25 | | | | $0.29 | | | | $0.24 | | | | $0.30 | | | | $0.27 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.47 | ) | | | 0.31 | | | | 4.61 | | | | 2.66 | | | | (1.56 | ) |
Total from investment operations | | | $(0.22 | ) | | | $0.60 | | | | $4.85 | | | | $2.96 | | | | $(1.29 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.33 | ) | | | $(0.27 | ) | | | $(0.36 | ) | | | $(0.31 | ) | | | $(0.23 | ) |
Net asset value, end of period (x) | | | $24.63 | | | | $25.18 | | | | $24.85 | | | | $20.36 | | | | $17.71 | |
Total return (%) (k)(r)(s)(x) | | | (0.81 | ) | | | 2.40 | | | | 24.00 | | | | 16.81 | | | | (6.73 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.92 | | | | 0.92 | | | | 0.92 | | | | 0.94 | | | | 0.97 | |
Expenses after expense reductions (f) | | | 0.91 | | | | 0.91 | | | | 0.92 | | | | 0.94 | | | | N/A | |
Net investment income | | | 0.98 | | | | 1.15 | | | | 1.08 | | | | 1.58 | | | | 1.38 | |
Portfolio turnover | | | 40 | | | | 37 | | | | 41 | | | | 40 | | | | 54 | |
Net assets at end of period (000 omitted) | | | $98,321 | | | | $113,018 | | | | $126,707 | | | | $117,388 | | | | $117,312 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale dividend and interest expense (f) | | | N/A | | | | 0.91 | | | | 0.91 | | | | 0.93 | | | | 0.96 | |
See Notes to Financial Statements
13
MFS Global Research Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $25.06 | | | | $24.72 | | | | $20.25 | | | | $17.60 | | | | $19.11 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.19 | | | | $0.23 | | | | $0.19 | | | | $0.26 | | | | $0.22 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.47 | ) | | | 0.31 | | | | 4.57 | | | | 2.64 | | | | (1.55 | ) |
Total from investment operations | | | $(0.28 | ) | | | $0.54 | | | | $4.76 | | | | $2.90 | | | | $(1.33 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.26 | ) | | | $(0.20 | ) | | | $(0.29 | ) | | | $(0.25 | ) | | | $(0.18 | ) |
Net asset value, end of period (x) | | | $24.52 | | | | $25.06 | | | | $24.72 | | | | $20.25 | | | | $17.60 | |
Total return (%) (k)(r)(s)(x) | | | (1.09 | ) | | | 2.15 | | | | 23.68 | | | | 16.57 | | | | (7.00 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.17 | | | | 1.17 | | | | 1.17 | | | | 1.19 | | | | 1.22 | |
Expenses after expense reductions (f) | | | 1.16 | | | | 1.16 | | | | 1.17 | | | | 1.19 | | | | N/A | |
Net investment income | | | 0.74 | | | | 0.90 | | | | 0.86 | | | | 1.35 | | | | 1.13 | |
Portfolio turnover | | | 40 | | | | 37 | | | | 41 | | | | 40 | | | | 54 | |
Net assets at end of period (000 omitted) | | | $8,151 | | | | $9,551 | | | | $11,013 | | | | $12,578 | | | | $13,073 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale dividend and interest expense (f) | | | N/A | | | | 1.16 | | | | 1.16 | | | | 1.18 | | | | 1.21 | |
(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
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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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 on a frequent basis after foreign markets close (such as developments in foreign markets and
15
MFS Global Research Portfolio
Notes to Financial Statements – continued
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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $65,311,783 | | | | $— | | | | $— | | | | $65,311,783 | |
United Kingdom | | | 2,882,648 | | | | 5,067,506 | | | | — | | | | 7,950,154 | |
Japan | | | 307,730 | | | | 6,700,537 | | | | — | | | | 7,008,267 | |
Switzerland | | | — | | | | 6,175,204 | | | | — | | | | 6,175,204 | |
France | | | — | | | | 3,866,613 | | | | — | | | | 3,866,613 | |
Netherlands | | | 963,907 | | | | 1,247,080 | | | | — | | | | 2,210,987 | |
Hong Kong | | | — | | | | 1,869,773 | | | | — | | | | 1,869,773 | |
Canada | | | 1,704,353 | | | | — | | | | — | | | | 1,704,353 | |
Germany | | | — | | | | 1,212,508 | | | | — | | | | 1,212,508 | |
Other Countries | | | 2,176,638 | | | | 6,077,161 | | | | — | | | | 8,253,799 | |
Mutual Funds | | | 829,803 | | | | — | | | | — | | | | 829,803 | |
Total Investments | | | $74,176,862 | | | | $32,216,382 | | | | $— | | | | $106,393,244 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $2,671,085 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $1,703,657 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 (“State Street”), 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
16
MFS Global Research Portfolio
Notes to Financial Statements – continued
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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $839,880. The fair value of the fund’s investment securities on loan and a related liability of $719,664 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. Additionally, these loans were collateralized by U.S. Treasury Obligations of $142,630. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $1,447,722 | | | | $1,348,125 | |
17
MFS Global Research Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $98,996,187 | |
Gross appreciation | | | 16,177,615 | |
Gross depreciation | | | (8,780,558 | ) |
Net unrealized appreciation (depreciation) | | | $7,397,057 | |
Undistributed ordinary income | | | 1,115,512 | |
Capital loss carryforwards | | | (5,395,530 | ) |
Other temporary differences | | | (11,275 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after December 31, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:
The availability of $5,395,530 of the capital loss carryforwards of the fund may be limited in a given year due to a change in ownership of the fund on July 31, 2013.
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:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $1,360,823 | | | | $1,271,809 | |
Service Class | | | 86,899 | | | | 76,316 | |
Total | | | $1,447,722 | | | | $1,348,125 | |
(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:
| | | | |
First $300 million of average daily net assets | | | 0.75% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $8,132, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.74% 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.
18
MFS Global Research 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, 2015, the fee was $3,187, which equated to 0.0027% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $45.
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, 2015 was equivalent to an annual effective rate of 0.0239% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $373 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $46,530,376 and $61,208,425, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 25,187 | | | | $636,788 | | | | 27,217 | | | | $688,081 | |
Service Class | | | 11,941 | | | | 292,241 | | | | 14,838 | | | | 368,961 | |
| | | 37,128 | | | | $929,029 | | | | 42,055 | | | | $1,057,042 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 57,711 | | | | $1,360,823 | | | | 49,124 | | | | $1,271,809 | |
Service Class | | | 3,698 | | | | 86,899 | | | | 2,959 | | | | 76,316 | |
| | | 61,409 | | | | $1,447,722 | | | | 52,083 | | | | $1,348,125 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (579,306 | ) | | | $(14,846,461 | ) | | | (685,547 | ) | | | $(17,270,545 | ) |
Service Class | | | (64,408 | ) | | | (1,640,364 | ) | | | (82,044 | ) | | | (2,045,636 | ) |
| | | (643,714 | ) | | | $(16,486,825 | ) | | | (767,591 | ) | | | $(19,316,181 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (496,408 | ) | | | $(12,848,850 | ) | | | (609,206 | ) | | | $(15,310,655 | ) |
Service Class | | | (48,769 | ) | | | (1,261,224 | ) | | | (64,247 | ) | | | (1,600,359 | ) |
| | | (545,177 | ) | | | $(14,110,074 | ) | | | (673,453 | ) | | | $(16,911,014 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused
19
MFS Global Research Portfolio
Notes to Financial Statements – continued
portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $393 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 989,853 | | | | 18,686,477 | | | | (19,566,191 | ) | | | 110,139 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $758 | | | | $110,139 | |
20
MFS Global Research 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 Research Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Global Research Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Global Research Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
21
MFS Global Research Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
22
MFS Global Research Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
23
MFS Global Research Portfolio
Trustees and Officers – continued
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 Managers James Keating Ben Kottler Joseph MacDougall | | |
24
MFS Global Research Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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. 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, including assigning an additional portfolio manager for the Fund in 2014. In addition, the Trustees requested that they receive a separate update on the Fund’s 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
25
MFS Global Research Portfolio
Board Review of Investment Advisory Agreement – continued
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 peer groups of funds based on information provided by Lipper Inc. The Trustees considered that, according to the Lipper data (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 Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
26
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
For corporate shareholders, 64.60% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
27
rev. 3/11
| | | | |
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. |
28
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
29
ANNUAL REPORT
December 31, 2015
MFS® GLOBAL TACTICAL ALLOCATION PORTFOLIO
MFS® Variable Insurance Trust II
WTS-ANN
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
MFS Global Tactical Allocation Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Global Tactical Allocation Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | | | | | | | | | | | |
| | | | Active Security Selection (a) | | | Tactical Overlay (b) | | | Net Market Exposure (c) | |
Fixed Income | | U.S. | | | 24.7% | | | | 0.2% | | | | 24.9% | |
| | Europe ex-U.K. | | | 16.7% | | | | 1.8% | | | | 18.5% | |
| | Asia/Pacific ex-Japan | | | 2.3% | | | | 3.6% | | | | 5.9% | |
| | United Kingdom | | | 3.5% | | | | 2.3% | | | | 5.8% | |
| | Emerging Markets | | | 3.4% | | | | 0.0% | | | | 3.4% | |
| | Japan | | | 8.2% | | | | (6.2)% | | | | 2.0% | |
| | Supranational | | | 0.1% | | | | 0.0% | | | | 0.1% | |
| | Developed - Middle East/Africa | | | 0.1% | | | | 0.0% | | | | 0.1% | |
| | North America ex-U.S. | | | 1.7% | | | | (3.8)% | | | | (2.1)% | |
| | Total | | | 60.7% | | | | (2.1)% | | | | 58.6% | |
Equity | | Europe ex-U.K. | | | 7.0% | | | | 13.4% | | | | 20.4% | |
| | U.S. Large Cap | | | 15.9% | | | | (4.9)% | | | | 11.0% | |
| | Emerging Markets | | | 1.5% | | | | 5.9% | | | | 7.4% | |
| | United Kingdom | | | 3.7% | | | | (1.9)% | | | | 1.8% | |
| | Japan | | | 2.7% | | | | (1.6)% | | | | 1.1% | |
| | Developed - Middle East/Africa | | | 0.2% | | | | 0.0% | | | | 0.2% | |
| | U.S. Small/Mid Cap | | | 1.3% | | | | (2.8)% | | | | (1.5)% | |
| | Asia/Pacific ex-Japan | | | 0.9% | | | | (2.7)% | | | | (1.8)% | |
| | North America ex-U.S. | | | 0.8% | | | | (3.4)% | | | | (2.6)% | |
| | Total | | | 34.0% | | | | 2.0% | | | | 36.0% | |
Real Estate-related | | Non-U.S. | | | 0.6% | | | | 0.0% | | | | 0.6% | |
| | U.S. | | | 0.4% | | | | 0.0% | | | | 0.4% | |
| | Total | | | 1.0% | | | | 0.0% | | | | 1.0% | |
Cash | | Cash & Cash Equivalents (d) | | | 1.0% | | | | 1.0% | | | | 2.0% | |
| | Other (e) | | | 2.0% | | | | 0.4% | | | | 2.4% | |
| | Total | | | 3.0% | | | | 1.4% | | | | 4.4% | |
Total Net Exposure Summary | | | 98.7% | | | | 1.3% | | | | 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) | | | | |
Australian Treasury Bond 10 yr Future MAR 2016 | | | 3.6% | |
FTSE/MIB Index Future MAR 2016 | | | 3.2% | |
OMX 30 Index Future JAN 2016 | | | 3.1% | |
IBEX 35 Index Future JAN 2016 | | | 2.9% | |
Russell 2000 Index Future MAR 2016 | | | (2.8)% | |
S&P/TSX 60 Index Future MAR 2016 | | | (3.4)% | |
ASX SPI 200 Index Future MAR 2016 | | | (3.6)% | |
Canadian Treasury Bond 10 yr Future MAR 2016 | | | (3.8)% | |
E-Mini S&P 500 Index Future MAR 2016 | | | (4.9)% | |
Japanese Government Bond 10 yr Future MAR 2016 | | | (6.2)% | |
2
MFS Global Tactical Allocation Portfolio
Portfolio Composition – continued
(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 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 derivative positions. These amounts may be negative from time to time. The bond component will include any accrued interest amounts. |
(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 theses 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, these are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
3
MFS Global Tactical Allocation Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Global Tactical Allocation Portfolio (“fund”) provided a total return of –2.23%, while Service Class shares of the fund provided a total return of –2.49%. These compare with a return of –3.15% over the same period for the fund’s benchmark, the Barclays Global Aggregate Bond Index. The fund’s other benchmarks, the MSCI World Index and the MFS Global Tactical Allocation Blended Index (“Blended Index”), generated total returns of –0.32% and 0.30%, 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, structured securities, and swaps.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Within the equity portion of the fund, stock selection in the health care sector held back performance relative to the MSCI World Index. However, there were no stocks within this sector that were among the fund’s top relative detractors over the reporting period.
Security selection in the technology sector further weighed on relative results. Not holding strong-performing internet search company Alphabet (formerly Google), software giant Microsoft and social networking service provider Facebook, and an overweight position in telecommunications equipment provider Ericsson (Sweden), hindered relative results.
Security selection and an underweight position in the retailing sector further weighed on relative performance. Not holding internet retailer Amazon.com dampened relative performance as the stock posted strong results for the period.
Other top individual detractors included not holding diversified industrial conglomerate General Electric and the fund’s overweight positions in safety products company Tyco International, media company Viacom and technology company United Technologies. Holdings of mailroom equipment distributor Neopost (b)(h) (France) also hindered relative returns.
Within the fixed income portion of the fund, yield curve (y) positioning in Europe and the US, particularly the fund’s greater exposure to shifts in the long end of the yield curves, dampened performance relative to the Barclays Global Aggregate Bond Index. A greater exposure to “BBB” rated (r) bonds also hindered relative results.
The fund’s tactical overlay detracted from performance led by negative contributions from top-level allocation within stock and bond markets, specifically, by an overweight allocation to emerging market equity detracted from relative results. A long exposure to the equity markets of Turkey, Spain and Brazil and a short exposure to Mexico, via equity index futures, and a long exposure to the fixed income markets of the United Kingdom, via interest rate futures, dampened relative performance. The fund’s long position in the Norwegian krone and Canadian dollar via foreign currency exchange forward contracts, was an additional factor that weakened relative performance.
4
MFS Global Tactical Allocation Portfolio
Management Review – continued
Contributors to Performance
Within the equity portion of the fund, strong security selection and an overweight position in the consumer staples sector benefited performance relative to the MSCI World Index. The fund’s overweight positions in consumer products and chemical company Kao Corp (Japan), tobacco company Japan Tobacco (Japan), cosmetics company Kose and brewing company Heineken (Netherlands) contributed to relative results.
Security selection in the utilities & communications sector was also a positive factor for relative performance. Within this sector, the fund’s overweight position in telecommunications company KDDI (Japan) bolstered relative results.
Individual securities in other sectors that benefited relative results included overweight positions in shares of business system services company Nomura Research Institute (Japan), management consulting firm Accenture, real estate company Deutsche Wohen and defense contractor Lockheed Martin.
The fund’s cash and/or cash equivalents position within the equity portion of the fund also contributed to 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 fell, as measured by the fund’s benchmark, holding cash contributed to performance versus the benchmark, which has no cash position.
Within the fixed income portion of the fund, the portion of the fund’s return derived from yield, which was greater than that of the benchmark, contributed to relative returns. The fund’s lesser exposure to the New Zealand dollar further contributed to relative results.
The fund’s currency hedge contributed to performance, particularly, by a short exposure to the euro. Country selection in developed market equities, specifically the fund’s short exposure to Canada and United States – Small Cap, and a long exposure to France aided relative results. A short exposure to the fixed income markets of Germany was an additional positive factor.
Respectfully,
| | | | | | |
Nevin Chitkara | | Pablo De La Mata | | Pilar Gomez-Bravo | | Steven Gorham |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
| | | |
Richard Hawkins | | Benjamin Nastou | | Robert Persons | | Jonathan Sage |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
| | | |
Natalie Shapiro | | Robert Spector | | Benjamin Stone | | Erik Weisman |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
(b) | Security is not a benchmark constituent. |
(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 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 and Fitch scale (e.g., AAA). For securities which are not rated by any of the three 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. |
Note to Shareholders: Effective April 30, 2015, Jonathan Sage became a Portfolio Manager of the Fund. Effective October 31, 2015, Robert Spector became a Portfolio Manager of the Fund.
The views expressed in this report are those of the portfolio managers 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.
5
MFS Global Tactical Allocation Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/07/94 | | (2.23)% | | 4.34% | | 4.95% | | |
| | Service Class | | 8/24/01 | | (2.49)% | | 4.08% | | 4.69% | | |
| | | | |
Comparative benchmarks | | | | | | | | |
| | Barclays Global Aggregate Bond Index (f) | | (3.15)% | | 0.90% | | 3.74% | | |
| | MFS Global Tactical Allocation Blended Index (f)(w) | | 0.30% | | 5.23% | | 5.04% | | |
| | Barclays Global Aggregate Bond Index Hedged (f) | | 1.02% | | 3.87% | | 4.36% | | |
| | MSCI World Index (f) | | (0.32)% | | 8.19% | | 5.56% | | |
(f) | | Source: FactSet Research Systems Inc. |
(w) | | As of December 31, 2015, MFS Global Tactical Allocation Blended Index was comprised of 35% MSCI World Index, 54% Barclays Global Aggregate Bond Index Hedged, and 11% Barclays Global Aggregate Bond Index. |
Benchmark Definitions
Barclays Global Aggregate Bond Index – 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.
Barclays Global Aggregate Bond Index 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.
MSCI World Index – a market capitalization-weighted index that is designed to measure equity market performance in the global developed markets.
6
MFS Global Tactical Allocation Portfolio
Performance Summary – continued
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.
Performance information prior to February 8, 2010 reflects time periods when the fund (i) had a policy of investing between 40% and 75% of its assets in equity securities and at least 25% of its assets in fixed income senior securities and (ii) did not employ a tactical asset allocation overlay. The fund’s investment policies and strategies changed effective February 8, 2010.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
7
MFS Global Tactical Allocation Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.76% | | | | $1,000.00 | | | | $974.14 | | | | $3.78 | |
| Hypothetical (h) | | | 0.76% | | | | $1,000.00 | | | | $1,021.37 | | | | $3.87 | |
Service Class | | Actual | | | 1.01% | | | | $1,000.00 | | | | $973.29 | | | | $5.02 | |
| Hypothetical (h) | | | 1.01% | | | | $1,000.00 | | | | $1,020.11 | | | | $5.14 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
8
MFS Global Tactical Allocation Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 33.9% | | | | | | | | |
Aerospace – 1.1% | | | | | | | | |
Cobham PLC | | | 212,219 | | | $ | 880,913 | |
Honeywell International, Inc. | | | 29,322 | | | | 3,036,880 | |
Lockheed Martin Corp. | | | 15,361 | | | | 3,335,641 | |
United Technologies Corp. | | | 21,469 | | | | 2,062,527 | |
| | | | | | | | |
| | | $ | 9,315,961 | |
| | | | | | | | |
Airlines – 0.1% | | | | | | | | |
Air Canada (a) | | | 83,794 | | | $ | 618,296 | |
| | | | | | | | |
Alcoholic Beverages – 0.7% | | | | | | | | |
AmBev S.A., ADR | | | 150,838 | | | $ | 672,737 | |
Heineken N.V. | | | 33,748 | | | | 2,880,339 | |
Pernod Ricard S.A. | | | 22,183 | | | | 2,522,007 | |
| | | | | | | | |
| | | $ | 6,075,083 | |
| | | | | | | | |
Apparel Manufacturers – 0.1% | | | | | | | | |
Li & Fung Ltd. | | | 1,320,000 | | | $ | 890,755 | |
| | | | | | | | |
Automotive – 0.5% | | | | | | | | |
General Motors Co. | | | 27,876 | | | $ | 948,063 | |
Johnson Controls, Inc. | | | 24,480 | | | | 966,715 | |
Magna International, Inc. | | | 33,209 | | | | 1,346,888 | |
USS Co. Ltd. | | | 46,500 | | | | 699,623 | |
| | | | | | | | |
| | | $ | 3,961,289 | |
| | | | | | | | |
Biotechnology – 0.1% | | | | | | | | |
Gilead Sciences, Inc. | | | 5,089 | | | $ | 514,956 | |
| | | | | | | | |
Broadcasting – 0.6% | | | | | | | | |
Fuji Media Holdings, Inc. | | | 100 | | | $ | 1,179 | |
Nippon Television Holdings, Inc. | | | 39,500 | | | | 718,861 | |
Omnicom Group, Inc. | | | 26,625 | | | | 2,014,448 | |
ProSiebenSat.1 Media AG | | | 24,075 | | | | 1,217,810 | |
Time Warner, Inc. | | | 14,628 | | | | 945,993 | |
Viacom, Inc., “B” | | | 11,244 | | | | 462,803 | |
| | | | | | | | |
| | | $ | 5,361,094 | |
| | | | | | | | |
Brokerage & Asset Managers – 0.4% | |
BlackRock, Inc. | | | 4,467 | | | $ | 1,521,103 | |
Computershare Ltd. | | | 47,143 | | | | 397,366 | |
Daiwa Securities Group, Inc. | | | 85,000 | | | | 519,692 | |
Franklin Resources, Inc. | | | 13,500 | | | | 497,070 | |
| | | | | | | | |
| | | $ | 2,935,231 | |
| | | | | | | | |
Business Services – 1.6% | | | | | | | | |
Accenture PLC, “A” | | | 35,408 | | | $ | 3,700,136 | |
Amadeus IT Holding S.A. | | | 42,479 | | | | 1,870,489 | |
Ashtead Group PLC | | | 32,461 | | | | 534,133 | |
Bunzl PLC | | | 57,932 | | | | 1,600,302 | |
Compass Group PLC | | | 140,146 | | | | 2,427,588 | |
Fidelity National Information Services, Inc. | | | 7,838 | | | | 474,983 | |
Nomura Research, Inc. | | | 54,000 | | | | 2,075,486 | |
SGS S.A. | | | 544 | | | | 1,036,370 | |
| | | | | | | | |
| | | $ | 13,719,487 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Cable TV – 0.3% | | | | | | | | |
Comcast Corp., “A” | | | 43,522 | | | $ | 2,455,946 | |
| | | | | | | | |
Chemicals – 1.5% | | | | | | | | |
3M Co. | | | 26,882 | | | $ | 4,049,504 | |
Givaudan S.A. | | | 747 | | | | 1,344,110 | |
LyondellBasell Industries N.V., “A” | | | 29,729 | | | | 2,583,450 | |
Monsanto Co. | | | 5,929 | | | | 584,125 | |
Orica Ltd. | | | 42,977 | | | | 480,747 | |
PPG Industries, Inc. | | | 26,914 | | | | 2,659,641 | |
Yara International A.S.A. | | | 15,056 | | | | 648,469 | |
| | | | | | | | |
| | | $ | 12,350,046 | |
| | | | | | | | |
Computer Software – 0.3% | | | | | | | | |
Aspen Technology, Inc. (a) | | | 11,581 | | | $ | 437,299 | |
Cadence Design Systems, Inc. (a) | | | 34,934 | | | | 726,977 | |
Oracle Corp. | | | 41,300 | | | | 1,508,689 | |
| | | | | | | | |
| | | $ | 2,672,965 | |
| | | | | | | | |
Computer Software – Systems – 0.4% | |
Hon Hai Precision Industry Co. Ltd. | | | 502,000 | | | $ | 1,227,799 | |
International Business Machines Corp. | | | 12,405 | | | | 1,707,176 | |
| | | | | | | | |
| | | $ | 2,934,975 | |
| | | | | | | | |
Construction – 0.2% | | | | | | | | |
Geberit AG | | | 2,418 | | | $ | 813,289 | |
Owens Corning | | | 16,483 | | | | 775,195 | |
Stanley Black & Decker, Inc. | | | 4,350 | | | | 464,276 | |
| | | | | | | | |
| | | $ | 2,052,760 | |
| | | | | | | | |
Consumer Products – 1.5% | | | | | | | | |
Kao Corp. | | | 69,700 | | | $ | 3,576,753 | |
Kobayashi Pharmaceutical Co. Ltd. | | | 13,400 | | | | 1,101,264 | |
KOSE Corp. | | | 5,900 | | | | 543,145 | |
Procter & Gamble Co. | | | 33,208 | | | | 2,637,047 | |
Reckitt Benckiser Group PLC | | | 25,435 | | | | 2,341,265 | |
Svenska Cellulosa Aktiebolaget | | | 71,156 | | | | 2,066,436 | |
| | | | | | | | |
| | | $ | 12,265,910 | |
| | | | | | | | |
Containers – 0.3% | | | | | | | | |
Brambles Ltd. | | | 243,985 | | | $ | 2,041,684 | |
Crown Holdings, Inc. (a) | | | 8,049 | | | | 408,084 | |
| | | | | | | | |
| | | $ | 2,449,768 | |
| | | | | | | | |
Electrical Equipment – 0.9% | | | | | | | | |
Danaher Corp. | | | 16,894 | | | $ | 1,569,115 | |
IMI PLC | | | 36,762 | | | | 463,767 | |
Legrand S.A. | | | 21,662 | | | | 1,222,621 | |
Pentair PLC | | | 7,823 | | | | 387,473 | |
Siemens AG | | | 23,348 | | | | 2,265,248 | |
Spectris PLC | | | 27,247 | | | | 722,124 | |
Tyco International PLC | | | 37,919 | | | | 1,209,237 | |
| | | | | | | | |
| | | $ | 7,839,585 | |
| | | | | | | | |
9
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Electronics – 1.5% | | | | | | | | |
Analog Devices, Inc. | | | 10,760 | | | $ | 595,243 | |
Halma PLC | | | 76,340 | | | | 967,553 | |
Hirose Electric Co. Ltd. | | | 7,800 | | | | 942,681 | |
Intel Corp. | | | 29,748 | | | | 1,024,819 | |
NVIDIA Corp. | | | 34,064 | | | | 1,122,749 | |
Samsung Electronics Co. Ltd. | | | 1,312 | | | | 1,400,995 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 165,579 | | | | 3,766,922 | |
Texas Instruments, Inc. | | | 56,509 | | | | 3,097,258 | |
| | | | | | | | |
| | | $ | 12,918,220 | |
| | | | | | | | |
Energy – Independent – 0.6% | | | | | | | | |
Cairn Energy PLC (a) | | | 126,908 | | | $ | 295,037 | |
EOG Resources, Inc. | | | 7,835 | | | | 554,640 | |
Occidental Petroleum Corp. | | | 15,385 | | | | 1,040,180 | |
Valero Energy Corp. | | | 39,901 | | | | 2,821,400 | |
| | | | | | | | |
| | | $ | 4,711,257 | |
| | | | | | | | |
Energy – Integrated – 1.4% | | | | | | | | |
Chevron Corp. | | | 12,124 | | | $ | 1,090,675 | |
China Petroleum & Chemical Corp. | | | 1,940,000 | | | | 1,164,363 | |
Exxon Mobil Corp. | | | 42,657 | | | | 3,325,113 | |
OAO Gazprom, ADR | | | 119,053 | | | | 441,328 | |
Royal Dutch Shell PLC, “A” | | | 112,786 | | | | 2,533,908 | |
Royal Dutch Shell PLC, “B” | | | 56,248 | | | | 1,284,382 | |
Suncor Energy, Inc. | | | 28,628 | | | | 739,027 | |
TOTAL S.A. | | | 16,948 | | | | 754,793 | |
| | | | | | | | |
| | | $ | 11,333,589 | |
| | | | | | | | |
Engineering – Construction – 0.2% | | | | | | | | |
Bouygues S.A. | | | 12,882 | | | $ | 510,576 | |
VINCI S.A. | | | 16,489 | | | | 1,057,425 | |
| | | | | | | | |
| | | $ | 1,568,001 | |
| | | | | | | | |
Food & Beverages – 1.8% | | | | | | | | |
Bunge Ltd. | | | 11,302 | | | $ | 771,701 | |
Danone S.A. | | | 49,753 | | | | 3,357,700 | |
General Mills, Inc. | | | 66,289 | | | | 3,822,224 | |
Nestle S.A. | | | 67,179 | | | | 4,979,553 | |
Tyson Foods, Inc., “A” | | | 35,674 | | | | 1,902,494 | |
| | | | | | | | |
| | | $ | 14,833,672 | |
| | | | | | | | |
Food & Drug Stores – 0.5% | | | | | | | | |
Alimentation Couche-Tard, Inc., “B” | | | 17,062 | | | $ | 751,063 | |
CVS Health Corp. | | | 37,363 | | | | 3,652,981 | |
Empire Co. Ltd. | | | 10,664 | | | | 198,375 | |
| | | | | | | | |
| | | $ | 4,602,419 | |
| | | | | | | | |
Gaming & Lodging – 0.0% | | | | | | | | |
Sands China Ltd. | | | 68,400 | | | $ | 231,346 | |
| | | | | | | | |
General Merchandise – 0.3% | | | | | | | | |
Target Corp. | | | 35,010 | | | $ | 2,542,076 | |
| | | | | | | | |
Insurance – 2.1% | | | | | | | | |
ACE Ltd. | | | 9,453 | | | $ | 1,104,583 | |
Aon PLC | | | 18,209 | | | | 1,679,052 | |
Fairfax Financial Holdings Ltd. | | | 4,386 | | | | 2,082,249 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Insurance – continued | | | | | |
Hiscox Ltd. | | | 55,213 | | | $ | 857,903 | |
MetLife, Inc. | | | 55,747 | | | | 2,687,563 | |
Prudential Financial, Inc. | | | 34,549 | | | | 2,812,634 | |
Suncorp-Metway Ltd. | | | 76,027 | | | | 665,657 | |
Swiss Re Ltd. | | | 12,683 | | | | 1,233,779 | |
Travelers Cos., Inc. | | | 25,712 | | | | 2,901,856 | |
Validus Holdings Ltd. | | | 19,899 | | | | 921,125 | |
Zurich Insurance Group AG | | | 2,858 | | | | 729,246 | |
| | | | | | | | |
| | | $ | 17,675,647 | |
| | | | | | | | |
Internet – 0.1% | | | | | | | | |
Facebook, Inc., “A “ (a) | | | 4,208 | | | $ | 440,409 | |
| | | | | | | | |
Machinery & Tools – 0.1% | | | | | | | | |
Illinois Tool Works, Inc. | | | 11,229 | | | $ | 1,040,704 | |
| | | | | | | | |
Major Banks – 2.2% | | | | | | | | |
Bank of New York Mellon Corp. | | | 49,012 | | | $ | 2,020,275 | |
BNP Paribas | | | 7,392 | | | | 418,417 | |
BOC Hong Kong Holdings Ltd. | | | 376,000 | | | | 1,140,890 | |
Goldman Sachs Group, Inc. | | | 8,693 | | | | 1,566,739 | |
HSBC Holdings PLC | | | 354,784 | | | | 2,799,755 | |
JPMorgan Chase & Co. | | | 60,067 | | | | 3,966,224 | |
State Street Corp. | | | 22,155 | | | | 1,470,206 | |
Sumitomo Mitsui Financial Group, Inc. | | | 13,300 | | | | 501,707 | |
Toronto-Dominion Bank | | | 14,680 | | | | 575,445 | |
Wells Fargo & Co. | | | 74,534 | | | | 4,051,668 | |
| | | | | | | | |
| | | $ | 18,511,326 | |
| | | | | | | | |
Medical Equipment – 0.6% | | | | | | | | |
Abbott Laboratories | | | 37,547 | | | $ | 1,686,236 | |
Medtronic PLC | | | 28,062 | | | | 2,158,529 | |
St. Jude Medical, Inc. | | | 12,642 | | | | 780,896 | |
| | | | | | | | |
| | | $ | 4,625,661 | |
| | | | | | | | |
Metals & Mining – 0.2% | | | | | | | | |
Rio Tinto Ltd. | | | 52,084 | | | $ | 1,519,904 | |
| | | | | | | | |
Natural Gas – Distribution – 0.4% | | | | | | | | |
Centrica PLC | | | 402,636 | | | $ | 1,293,274 | |
Engie | | | 112,264 | | | | 1,986,815 | |
| | | | | | | | |
| | | $ | 3,280,089 | |
| | | | | | | | |
Network & Telecom – 0.3% | | | | | | | | |
Ericsson, Inc., “B” | | | 259,096 | | | $ | 2,509,786 | |
| | | | | | | | |
Oil Services – 0.3% | | | | | | | | |
Schlumberger Ltd. | | | 19,860 | | | $ | 1,385,235 | |
Technip | | | 17,260 | | | | 852,576 | |
| | | | | | | | |
| | | $ | 2,237,811 | |
| | | | | | | | |
Other Banks & Diversified Financials – 1.4% | |
Agricultural Bank of China Ltd., “H” | | | 806,000 | | | $ | 327,101 | |
American Express Co. | | | 13,728 | | | | 954,782 | |
China Construction Bank | | | 1,926,000 | | | | 1,307,513 | |
DBS Group Holdings Ltd. | | | 123,300 | | | | 1,443,534 | |
DnB NOR A.S.A. | | | 91,242 | | | | 1,122,900 | |
Hachijuni Bank Ltd. | | | 48,000 | | | | 294,565 | |
10
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Other Banks & Diversified Financials – continued | |
ING Groep N.V. | | | 124,970 | | | $ | 1,682,227 | |
North Pacific Bank Ltd. | | | 41,000 | | | | 141,385 | |
Sberbank of Russia, ADR | | | 95,858 | | | | 559,118 | |
Svenska Handelsbanken AB, “A” | | | 73,842 | | | | 974,711 | |
U.S. Bancorp | | | 56,447 | | | | 2,408,593 | |
UBS AG | | | 38,397 | | | | 738,908 | |
| | | | | | | | |
| | | $ | 11,955,337 | |
| | | | | | | | |
Pharmaceuticals – 4.0% | | | | | | | | |
Bayer AG | | | 22,349 | | | $ | 2,803,934 | |
Bristol-Myers Squibb Co. | | | 39,527 | | | | 2,719,062 | |
Eli Lilly & Co. | | | 33,185 | | | | 2,796,168 | |
GlaxoSmithKline PLC | | | 131,950 | | | | 2,665,126 | |
Johnson & Johnson (s) | | | 47,980 | | | | 4,928,506 | |
Merck & Co., Inc. | | | 48,419 | | | | 2,557,492 | |
Novartis AG | | | 74,449 | | | | 6,363,647 | |
Pfizer, Inc. (s) | | | 97,663 | | | | 3,152,562 | |
Roche Holding AG | | | 12,265 | | | | 3,380,088 | |
Santen Pharmaceutical Co. Ltd. | | | 70,400 | | | | 1,157,759 | |
Teva Pharmaceutical Industries Ltd., ADR | | | 14,725 | | | | 966,549 | |
| | | | | | | | |
| | | $ | 33,490,893 | |
| | | | | | | | |
Railroad & Shipping – 0.1% | | | | | | | | |
Canadian National Railway Co. | | | 8,834 | | | $ | 493,644 | |
Union Pacific Corp. | | | 6,245 | | | | 488,359 | |
| | | | | | | | |
| | | $ | 982,003 | |
| | | | | | | | |
Real Estate – 0.4% | | | | | | | | |
Deutsche Wohnen AG, REIT | | | 102,621 | | | $ | 2,856,671 | |
Medical Properties Trust, Inc., REIT | | | 59,314 | | | | 682,704 | |
| | | | | | | | |
| | | $ | 3,539,375 | |
| | | | | | | | |
Restaurants – 0.1% | | | | | | | | |
Greggs PLC | | | 30,776 | | | $ | 596,162 | |
| | | | | | | | |
Specialty Chemicals – 0.1% | | | | | | | | |
PTT Global Chemical PLC | | | 699,400 | | | $ | 971,794 | |
| | | | | | | | |
Specialty Stores – 0.1% | | | | | | | | |
American Eagle Outfitters, Inc. | | | 44,492 | | | $ | 689,626 | |
Esprit Holdings Ltd. | | | 345,900 | | | | 380,441 | |
| | | | | | | | |
| | | $ | 1,070,067 | |
| | | | | | | | |
Telecommunications – Wireless – 0.8% | |
Advanced Info Service PLC | | | 60,200 | | | $ | 254,284 | |
KDDI Corp. | | | 196,100 | | | | 5,076,434 | |
Vodafone Group PLC | | | 422,200 | | | | 1,365,616 | |
| | | | | | | | |
| | | $ | 6,696,334 | |
| | | | | | | | |
Telephone Services – 1.1% | | | | | | | | |
Bezeq – The Israel Telecommunication Corp. Ltd. | | | 153,212 | | | $ | 337,452 | |
BT Group PLC | | | 385,953 | | | | 2,667,402 | |
Nippon Television Holdings, Inc. | | | 15,000 | | | | 595,527 | |
TDC A.S. | | | 289,137 | | | | 1,434,317 | |
Verizon Communications, Inc. | | | 94,999 | | | | 4,390,854 | |
| | | | | | | | |
| | | $ | 9,425,552 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Tobacco – 1.7% | | | | | | | | |
Altria Group, Inc. | | | 45,800 | | | $ | 2,666,018 | |
British American Tobacco PLC | | | 39,446 | | | | 2,190,793 | |
Imperial Tobacco Group PLC | | | 14,510 | | | | 763,162 | |
Japan Tobacco, Inc. | | | 67,000 | | | | 2,460,048 | |
Philip Morris International, Inc. (s) | | | 63,229 | | | | 5,558,461 | |
Reynolds American, Inc. | | | 17,842 | | | | 823,408 | |
| | | | | | | | |
| | | $ | 14,461,890 | |
| | | | | | | | |
Trucking – 0.4% | | | | | | | | |
United Parcel Service, Inc., “B” | | | 15,086 | | | $ | 1,451,726 | |
Yamato Holdings Co. Ltd. | | | 106,100 | | | | 2,248,737 | |
| | | | | | | | |
| | | | | | $ | 3,700,463 | |
| | | | | | | | |
Utilities – Electric Power – 0.5% | | | | | |
American Electric Power Co., Inc. | | | 48,958 | | | $ | 2,852,783 | |
Endesa S.A. | | | 18,927 | | | | 379,195 | |
Korea Electric Power Corp. (a) | | | 16,529 | | | | 701,841 | |
| | | | | | | | |
| | | | | | $ | 3,933,819 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $215,325,418) | | | $ | 283,819,713 | |
| | | | | | | | |
BONDS – 62.7% | | | | | | | | |
Aerospace – 0.1% | | | | | | | | |
Lockheed Martin Corp., 3.55%, 1/15/26 | | $ | 749,000 | | | $ | 752,846 | |
| | | | | | | | |
Airlines – 0.1% | | | | | | | | |
Ryanair Ltd., 1.125%, 3/10/23 | | EUR | 475,000 | | | $ | 492,340 | |
| | | | | | | | |
Asset-Backed & Securitized – 2.7% | | | | | |
Cent LP, 2013-17A, “A1”, CLO, FRN, 1.621%, 1/30/25 (z) | | $ | 1,367,000 | | | $ | 1,354,004 | |
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 12/11/49 | | | 1,543,853 | | | | 1,569,795 | |
CWCapital LLC, 5.223%, 8/15/48 | | | 1,792,861 | | | | 1,821,398 | |
Dryden Senior Loan Fund, 2013-26A, “A”, CLO, FRN, 1.42%, 7/15/25 (z) | | | 1,757,000 | | | | 1,723,250 | |
Gulf Stream Sextant CLO Ltd., 2007-1A, “A1A”, FRN, 0.75%, 6/17/21 (z) | | | 718,479 | | | | 714,898 | |
Hyundai Auto Lease Securitization Trust, 2015-A, “A2”, 1%, 10/16/17 (n) | | | 686,183 | | | | 685,132 | |
ING Investment Management Ltd., 2013-2A, “A1”, CLO, FRN, 1.469%, 4/25/25 (z) | | | 1,595,000 | | | | 1,567,681 | |
JPMBB Commercial Mortgage Securities Trust, 2014-C26, 3.494%, 1/15/48 | | | 2,570,000 | | | | 2,579,599 | |
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 5.774%, 6/15/49 | | | 825,564 | | | | 827,467 | |
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 5.937%, 2/15/51 | | | 46,310 | | | | 46,254 | |
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.774%, 6/15/49 | | | 2,310,000 | | | | 2,355,637 | |
11
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Asset-Backed & Securitized – continued | |
KKR Financial CLO Ltd., 2007-1A, “A”, FRN, 0.711%, 5/15/21 (z) | | $ | 1,209,381 | | | $ | 1,200,550 | |
Merrill Lynch Mortgage Trust, “A3”, FRN, 5.835%, 6/12/50 | | | 236,764 | | | | 236,577 | |
Merrill Lynch Mortgage Trust, FRN, 5.835%, 6/12/50 | | | 3,310,000 | | | | 3,415,211 | |
Wells Fargo Commercial Mortgage Trust, 2015-C28, “A4”, 3.54%, 5/15/48 | | | 2,271,943 | | | | 2,281,997 | |
| | | | | | | | |
| | | | | | $ | 22,379,450 | |
| | | | | | | | |
Automotive – 0.8% | | | | | | | | |
American Honda Finance Corp., 1.375%, 11/10/22 | | EUR | 875,000 | | | $ | 959,854 | |
Delphi Automotive PLC, 1.5%, 3/10/25 | | EUR | 575,000 | | | | 577,140 | |
Delphi Automotive PLC, 4.25%, 1/15/26 | | $ | 882,000 | | | | 886,455 | |
FGA Capital Ireland PLC, 2%, 10/23/19 | | EUR | 800,000 | | | | 883,475 | |
RCI Banque S.A., 4.25%, 4/27/17 | | EUR | 650,000 | | | | 741,301 | |
Toyota Motor Credit Corp., 1%, 3/09/21 | | EUR | 490,000 | | | | 537,553 | |
Volkswagen Group of America Finance LLC, 2.4%, 5/22/20 | | $ | 600,000 | | | | 561,871 | |
Volkswagen International Finance N.V., 3.75%, 3/29/49 | | EUR | 550,000 | | | | 554,552 | |
Volkswagen International Finance N.V., 3.875% to 9/04/18, FRN to 9/29/49 | | EUR | 615,000 | | | | 649,927 | |
| | | | | | | | |
| | | $ | 6,352,128 | |
| | | | | | | | |
Biotechnology – 0.1% | | | | | | | | |
Life Technologies Corp., 6%, 3/01/20 | | $ | 411,000 | | | $ | 455,799 | |
| | | | | | | | |
Broadcasting – 0.3% | | | | | | | | |
Discovery Communications, Inc., 1.9%, 3/19/27 | | EUR | 1,125,000 | | | $ | 1,026,037 | |
Omnicom Group, Inc., 3.65%, 11/01/24 | | $ | 357,000 | | | | 353,656 | |
ProSiebenSat.1 Media AG, 2.625%, 4/15/21 | | EUR | 715,000 | | | | 802,147 | |
| | | | | | | | |
| | | $ | 2,181,840 | |
| | | | | | | | |
Brokerage & Asset Managers – 0.4% | |
CME Group, Inc., 3%, 3/15/25 | | $ | 1,000,000 | | | $ | 981,704 | |
Intercontinental Exchange, Inc., 2.75%, 12/01/20 | | | 506,000 | | | | 506,086 | |
Intercontinental Exchange, Inc., 3.75%, 12/01/25 | | | 831,000 | | | | 833,814 | |
TD Ameritrade Holding Corp., 2.95%, 4/01/22 | | | 676,000 | | | | 670,053 | |
| | | | | | | | |
| | | $ | 2,991,657 | |
| | | | | | | | |
Building – 0.3% | | | | | | | | |
CRH Finance Ltd., 3.125%, 4/03/23 | | EUR | 700,000 | | | $ | 837,193 | |
Martin Marietta Materials, Inc., 4.25%, 7/02/24 | | $ | 367,000 | | | | 360,367 | |
Mohawk Industries, Inc., 6.125%, 1/15/16 | | | 558,000 | | | | 558,590 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Building – continued | | | | | | | | |
Mohawk Industries, Inc., 2%, 1/14/22 | | EUR | 825,000 | | | $ | 906,879 | |
Owens Corning, Inc., 4.2%, 12/15/22 | | $ | 281,000 | | | | 281,341 | |
| | | | | | | | |
| | | $ | 2,944,370 | |
| | | | | | | | |
Business Services – 0.4% | | | | | | | | |
Fidelity National Information Services, Inc., 5%, 3/15/22 | | $ | 717,000 | | | $ | 745,230 | |
Fidelity National Information Services, Inc., 3.875%, 6/05/24 | | | 658,000 | | | | 635,398 | |
Fidelity National Information Services, Inc., 5%, 10/15/25 | | | 607,000 | | | | 626,547 | |
Tencent Holdings Ltd., 3.8%, 2/11/25 (n) | | | 1,470,000 | | | | 1,438,061 | |
| | | | | | | | |
| | | $ | 3,445,236 | |
| | | | | | | | |
Cable TV – 0.7% | | | | | | | | |
CCO Safari II LLC, 6.384%, 10/23/35 (n) | | $ | 643,000 | | | $ | 648,938 | |
Comcast Corp., 4.65%, 7/15/42 | | | 512,000 | | | | 520,979 | |
Cox Communications, Inc., 3.25%, 12/15/22 (n) | | | 498,000 | | | | 452,679 | |
NBCUniversal Enterprise, Inc., 1.974%, 4/15/19 (n) | | | 886,000 | | | | 885,585 | |
NBCUniversal Media LLC, 5.15%, 4/30/20 | | | 1,166,000 | | | | 1,302,392 | |
Shaw Communications, Inc., 5.65%, 10/01/19 | | CAD | 674,000 | | | | 539,590 | |
Sky PLC, 2.5%, 9/15/26 | | EUR | 700,000 | | | | 771,745 | |
Time Warner Cable, Inc., 5.75%, 6/02/31 | | GBP | 350,000 | | | | 511,295 | |
Time Warner Cable, Inc., 5.25%, 7/15/42 | | GBP | 100,000 | | | | 129,373 | |
| | | | | | | | |
| | | $ | 5,762,576 | |
| | | | | | | | |
Chemicals – 0.2% | | | | | | | | |
CF Industries, Inc., 5.15%, 3/15/34 | | $ | 604,000 | | | $ | 531,017 | |
LyondellBasell Industries N.V., 5%, 4/15/19 | | | 903,000 | | | | 960,586 | |
| | | | | | | | |
| | | $ | 1,491,603 | |
| | | | | | | | |
Computer Software – Systems – 0.3% | |
Apple, Inc., 2.7%, 5/13/22 | | $ | 1,582,000 | | | $ | 1,593,862 | |
Apple, Inc., 3.6%, 7/31/42 | | GBP | 650,000 | | | | 943,744 | |
| | | | | | | | |
| | | $ | 2,537,606 | |
| | | | | | | | |
Conglomerates – 0.2% | | | | | | | | |
DH Europe Finance S.A., 1%, 7/08/19 | | EUR | 450,000 | | | $ | 495,771 | |
General Electric Co., 1.25%, 5/26/23 | | EUR | 325,000 | | | | 353,603 | |
Smiths Group PLC, 1.25%, 4/28/23 | | EUR | 825,000 | | | | 850,953 | |
| | | | | | | | |
| | | $ | 1,700,327 | |
| | | | | | | | |
Consumer Products – 0.1% | |
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/23 (n) | | $ | 577,000 | | | $ | 589,101 | |
Whirlpool Corp., 0.625%, 3/12/20 | | EUR | 375,000 | | | | 399,414 | |
| | | | | | | | |
| | | $ | 988,515 | |
| | | | | | | | |
12
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Consumer Services – 0.2% | | | | | | | | |
Priceline Group, Inc., 2.15%, 11/25/22 | | EUR | 310,000 | | | $ | 337,277 | |
Priceline Group, Inc., 3.65%, 3/15/25 | | $ | 686,000 | | | | 667,720 | |
Priceline Group, Inc., 1.8%, 3/03/27 | | EUR | 450,000 | | | | 432,874 | |
Visa, Inc., 4.15%, 12/14/35 | | $ | 690,000 | | | | 696,552 | |
| | | | | | | | |
| | | $ | 2,134,423 | |
| | | | | | | | |
Defense Electronics – 0.1% | | | | | | | | |
BAE Systems PLC, 4.125%, 6/08/22 | | GBP | 350,000 | | | $ | 547,084 | |
| | | | | | | | |
Electronics – 0.2% | | | | | | | | |
Tyco Electronics Group S.A., 2.375%, 12/17/18 | | $ | 778,000 | | | $ | 777,030 | |
Tyco Electronics Group S.A., 1.1%, 3/01/23 | | EUR | 850,000 | | | | 894,599 | |
| | | | | | | | |
| | | $ | 1,671,629 | |
| | | | | | | | |
Emerging Market Quasi-Sovereign – 0.9% | |
CNPC General Capital Ltd., 3.4%, 4/16/23 (n) | | $ | 1,489,000 | | | $ | 1,439,836 | |
Comision Federal de Electricidad, 4.875%, 1/15/24 | | | 669,000 | | | | 658,965 | |
Empresa Nacional del Petroleo, 6.25%, 7/08/19 | | | 619,000 | | | | 665,793 | |
Office Cherifien des Phosphates, 6.875%, 4/25/44 (n) | | | 1,570,000 | | | | 1,537,375 | |
Petroleos Mexicanos, 5.5%, 1/21/21 | | | 664,000 | | | | 669,777 | |
State Grid Overseas Investment (2014) Ltd., 4.125%, 5/07/24 (n) | | | 2,180,000 | | | | 2,283,186 | |
| | | | | | | | |
| | | $ | 7,254,932 | |
| | | | | | | | |
Emerging Market Sovereign – 1.1% | |
Republic of Indonesia, 2.875%, 7/08/21 (z) | | EUR | 500,000 | | | $ | 537,615 | |
Republic of Peru, 7.35%, 7/21/25 | | $ | 1,984,000 | | | | 2,487,440 | |
United Mexican States, 6.5%, 6/10/21 | | MXN | 91,800,000 | | | | 5,510,418 | |
United Mexican States, 3.625%, 3/15/22 | | $ | 140,000 | | | | 140,840 | |
United Mexican States, 1.625%, 3/06/24 | | EUR | 275,000 | | | | 285,578 | |
| | | | | | | | |
| | | $ | 8,961,891 | |
| | | | | | | | |
Energy – Independent – 0.0% | | | | | |
Pioneer Natural Resources Co., 7.5%, 1/15/20 | | $ | 212,000 | | | $ | 225,205 | |
| | | | | | | | |
Energy – Integrated – 0.3% | | | | | | | | |
Chevron Corp., 3.326%, 11/17/25 | | $ | 290,000 | | | $ | 292,091 | |
Shell International Finance B.V., 2.125%, 5/11/20 | | | 1,823,000 | | | | 1,793,584 | |
TOTAL S.A., 2.625% to 2/26/25, FRN to 12/29/49 | | EUR | 500,000 | | | | 478,849 | |
| | | | | | | | |
| | | $ | 2,564,524 | |
| | | | | | | | |
Entertainment – 0.1% | | | | | | | | |
Carnival Corp., 1.875%, 11/07/22 | | EUR | 820,000 | | | $ | 885,553 | |
| | | | | | | | |
Financial Institutions – 0.1% | | | | | | | | |
International Lease Finance Corp., 7.125%, 9/01/18 (n) | | $ | 859,000 | | | $ | 941,679 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Food & Beverages – 1.2% | | | | | | | | |
Coca-Cola Co., 0.75%, 3/09/23 | | EUR | 425,000 | | | $ | 449,649 | |
Coca-Cola Co., 1.125%, 3/09/27 | | EUR | 350,000 | | | | 355,182 | |
Coca-Cola Enterprises, Inc., 1.875%, 3/18/30 | | EUR | 600,000 | | | | 576,865 | |
J.M. Smucker Co., 2.5%, 3/15/20 | | $ | 1,515,000 | | | | 1,504,354 | |
J.M. Smucker Co., 4.375%, 3/15/45 | | | 272,000 | | | | 264,633 | |
Kraft Heinz Co., 5%, 7/15/35 (n) | | | 308,000 | | | | 315,576 | |
Kraft Heinz Foods Co., 3.5%, 7/15/22 (n) | | | 605,000 | | | | 609,240 | |
Mead Johnson Nutrition Co., 3%, 11/15/20 | | | 800,000 | | | | 800,118 | |
PepsiCo, Inc., 2.15%, 10/14/20 | | | 2,097,000 | | | | 2,088,224 | |
PepsiCo, Inc., 3.1%, 7/17/22 | | | 1,671,000 | | | | 1,713,743 | |
SABMiller Holdings, Inc., 1.875%, 1/20/20 | | EUR | 140,000 | | | | 158,325 | |
SABMiller Holdings, Inc., 3.75%, 1/15/22 (n) | | $ | 342,000 | | | | 351,764 | |
Tyson Foods, Inc., 5.15%, 8/15/44 | | | 239,000 | | | | 249,587 | |
Wm. Wrigley Jr. Co., 2.9%, 10/21/19 (n) | | | 409,000 | | | | 412,929 | |
| | | | | | | | |
| | | $ | 9,850,189 | |
| | | | | | | | |
Food & Drug Stores – 0.4% | | | | | | | | |
CVS Health Corp., 3.375%, 8/12/24 | | $ | 820,000 | | | $ | 811,916 | |
CVS Health Corp., 4.875%, 7/20/35 | | | 364,000 | | | | 375,980 | |
CVS Health Corp., 5.75%, 6/01/17 | | | 750,000 | | | | 794,134 | |
Walgreens Boots Alliance, Inc., 2.7%, 11/18/19 | | | 1,164,000 | | | | 1,162,304 | |
Walgreens Boots Alliance, Inc., 2.875%, 11/20/20 | | GBP | 260,000 | | | | 380,759 | |
| | | | | | | | |
| | | $ | 3,525,093 | |
| | | | | | | | |
Forest & Paper Products – 0.1% | | | | | |
Georgia-Pacific LLC, 5.4%, 11/01/20 (n) | | $ | 1,090,000 | | | $ | 1,202,717 | |
| | | | | | | | |
Gaming & Lodging – 0.3% | | | | | | | | |
InterContinental Hotels Group PLC, 3.75%, 8/14/25 | | GBP | 410,000 | | | $ | 600,884 | |
Whitbread PLC, 3.375%, 10/16/25 | | GBP | 350,000 | | | | 509,908 | |
Wyndham Worldwide Corp., 2.5%, 3/01/18 | | $ | 742,000 | | | | 738,987 | |
Wyndham Worldwide Corp., 5.625%, 3/01/21 | | | 400,000 | | | | 430,212 | |
| | | | | | | | |
| | | $ | 2,279,991 | |
| | | | | | | | |
Insurance – 0.6% | | | | | | | | |
AIA Group Ltd., 3.2%, 3/11/25 (n) | | $ | 500,000 | | | $ | 482,606 | |
Allianz SE, 2.241%, 7/07/45 | | EUR | 600,000 | | | | 599,220 | |
American International Group, Inc., 3.75%, 7/10/25 | | $ | 1,038,000 | | | | 1,029,326 | |
American International Group, Inc., 4.875%, 6/01/22 | | | 887,000 | | | | 958,531 | |
Aviva PLC, 3.375%, 12/04/45 | | EUR | 600,000 | | | | 621,236 | |
CNP Assurances S.A., 6% to 9/14/20, FRN to 9/14/40 | | EUR | 600,000 | | | | 727,362 | |
13
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Insurance – continued | |
Delta Lloyd N.V., FRN, 9%, 8/29/42 | | EUR | 650,000 | | | $ | 819,763 | |
| | | | | | | | |
| | | $ | 5,238,044 | |
| | | | | | | | |
Insurance – Health – 0.2% | |
UnitedHealth Group, Inc., 2.7%, 7/15/20 | | $ | 1,561,000 | | | $ | 1,577,967 | |
| | | | | | | | |
Insurance – Property & Casualty – 0.4% | |
ACE INA Holdings, Inc., 2.3%, 11/03/20 | | $ | 267,000 | | | $ | 265,200 | |
Amlin PLC, 6.5% to 12/19/16, FRN to 12/19/26 | | GBP | 300,000 | | | | 451,105 | |
Berkshire Hathaway, Inc., 1.625%, 3/16/35 | | EUR | 400,000 | | | | 363,718 | |
Berkshire Hathaway, Inc., 4.5%, 2/11/43 | | $ | 400,000 | | | | 402,463 | |
Chubb Corp., 6.375% to 4/15/17, FRN to 3/29/67 | | | 1,010,000 | | | | 969,933 | |
Marsh & McLennan Cos., Inc., 2.55%, 10/15/18 | | | 505,000 | | | | 509,926 | |
QBE Capital Funding III Ltd., 7.5% to 5/24/21, FRN to 5/24/41 | | GBP | 400,000 | | | | 643,159 | |
| | | | | | | | |
| | | $ | 3,605,504 | |
| | | | | | | | |
International Market Quasi-Sovereign – 0.9% | |
Electricite de France S.A., 5.375% to 1/29/25, FRN to 1/29/49 | | EUR | 400,000 | | | $ | 437,160 | |
Electricite de France S.A., 6% to 1/29/26, FRN to 12/29/49 | | GBP | 500,000 | | | | 705,655 | |
ESB Finance Ltd., 2.125%, 6/08/27 | | EUR | 600,000 | | | | 659,876 | |
Israel Electric Corp. Ltd., 5.625%, 6/21/18 (n) | | $ | 710,000 | | | | 747,687 | |
Statoil A.S.A., 4.25%, 11/23/41 | | | 1,260,000 | | | | 1,187,701 | |
Statoil A.S.A., FRN, 0.651%, 5/15/18 | | | 759,000 | | | | 754,495 | |
Temasek Financial I Ltd., 2.375%, 1/23/23 (n) | | | 2,880,000 | | | | 2,815,687 | |
| | | | | | | | |
| | | $ | 7,308,261 | |
| | | | | | | | |
International Market Sovereign – 24.8% | |
Commonwealth of Australia, 5.75%, 5/15/21 | | AUD | 11,189,000 | | | $ | 9,558,258 | |
Commonwealth of Australia, 3.75%, 4/21/37 | | AUD | 1,208,000 | | | | 920,642 | |
Federal Republic of Germany, 1.75%, 2/15/24 | | EUR | 2,100,000 | | | | 2,531,377 | |
Federal Republic of Germany, 6.25%, 1/04/30 | | EUR | 700,000 | | | | 1,287,158 | |
Federal Republic of Germany, 2.5%, 7/04/44 | | EUR | 1,661,000 | | | | 2,248,584 | |
Government of Canada, 4.25%, 6/01/18 | | CAD | 4,927,000 | | | | 3,879,750 | |
Government of Canada, 2.5%, 6/01/24 | | CAD | 332,000 | | | | 263,100 | |
Government of Canada, 5.75%, 6/01/33 | | CAD | 3,810,000 | | | | 4,258,516 | |
Government of Canada, 4%, 6/01/41 | | CAD | 1,043,000 | | | | 1,023,741 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
International Market Sovereign – continued | |
Government of Japan, 1.1%, 6/20/20 | | JPY | 1,773,600,000 | | | $ | 15,459,736 | |
Government of Japan, 2.1%, 9/20/24 | | JPY | 1,776,000,000 | | | | 17,231,611 | |
Government of Japan, 2.2%, 9/20/27 | | JPY | 1,329,450,000 | | | | 13,362,966 | |
Government of Japan, 1.7%, 9/20/32 | | JPY | 180,000,000 | | | | 1,723,744 | |
Government of Japan, 1.5%, 3/20/34 | | JPY | 863,000,000 | | | | 7,952,567 | |
Government of Japan, 2.4%, 3/20/37 | | JPY | 304,200,000 | | | | 3,175,985 | |
Government of Japan, 1.8%, 3/20/43 | | JPY | 699,400,000 | | | | 6,590,810 | |
Government of Japan, 2%, 3/20/52 | | JPY | 175,000,000 | | | | 1,724,419 | |
Government of New Zealand, 5.5%, 4/15/23 | | NZD | 5,811,000 | | | | 4,557,456 | |
Government of Norway, 3.75%, 5/25/21 | | NOK | 42,743,000 | | | | 5,515,572 | |
Government of Norway, 3%, 3/14/24 | | NOK | 24,778,000 | | | | 3,150,278 | |
Kingdom of Belgium, 4%, 3/28/32 | | EUR | 2,233,000 | | | | 3,247,257 | |
Kingdom of Denmark, 1.5%, 11/15/23 | | DKK | 10,754,000 | | | | 1,672,047 | |
Kingdom of Spain, 5.5%, 7/30/17 | | EUR | 7,517,000 | | | | 8,871,208 | |
Kingdom of Spain, 4.6%, 7/30/19 | | EUR | 5,857,000 | | | | 7,313,442 | |
Kingdom of Spain, 5.4%, 1/31/23 | | EUR | 3,824,000 | | | | 5,319,103 | |
Kingdom of Spain, 5.15%, 10/31/28 | | EUR | 2,115,000 | | | | 3,060,145 | |
Kingdom of Sweden, 3.5%, 6/01/22 | | SEK | 13,530,000 | | | | 1,892,657 | |
Kingdom of the Netherlands, 5.5%, 1/15/28 | | EUR | 1,932,000 | | | | 3,168,587 | |
Republic of Austria, 1.75%, 10/20/23 | | EUR | 1,673,000 | | | | 1,988,411 | |
Republic of France, 1.75%, 5/25/23 | | EUR | 3,148,000 | | | | 3,721,049 | |
Republic of France, 6%, 10/25/25 | | EUR | 3,951,000 | | | | 6,356,568 | |
Republic of France, 4.75%, 4/25/35 | | EUR | 1,505,000 | | | | 2,445,755 | |
Republic of France, 4.5%, 4/25/41 | | EUR | 1,777,000 | | | | 2,931,380 | |
Republic of Iceland, 4.875%, 6/16/16 (n) | | $ | 1,518,000 | | | | 1,540,787 | |
Republic of Ireland, 5.4%, 3/13/25 | | EUR | 49,000 | | | | 72,865 | |
Republic of Italy, 5.25%, 8/01/17 | | EUR | 8,934,000 | | | | 10,516,813 | |
Republic of Italy, 3.75%, 3/01/21 | | EUR | 10,531,000 | | | | 13,217,439 | |
Republic of Italy, 5.5%, 9/01/22 | | EUR | 4,811,000 | | | | 6,724,122 | |
Republic of Italy, 4.75%, 9/01/28 | | EUR | 2,115,000 | | | | 3,027,929 | |
United Kingdom Treasury, 5%, 3/07/18 | | GBP | 2,069,000 | | | | 3,336,630 | |
United Kingdom Treasury, 4.25%, 12/07/27 | | GBP | 1,649,000 | | | | 2,981,808 | |
United Kingdom Treasury, 4.25%, 3/07/36 | | GBP | 1,509,000 | | | | 2,806,733 | |
United Kingdom Treasury, 3.25%, 1/22/44 | | GBP | 1,878,000 | | | | 3,081,421 | |
United Kingdom Treasury, 3.75%, 7/22/52 | | GBP | 799,000 | | | | 1,507,872 | |
United Kingdom Treasury, 4%, 1/22/60 | | GBP | 344,000 | | | | 712,945 | |
| | | | | | | | |
| | | $ | 207,931,243 | |
| | | | | | | | |
Local Authorities – 0.1% | | | | | | | | |
Province of Alberta, 1.25%, 6/01/20 | | CAD | 489,000 | | | $ | 351,990 | |
Province of Manitoba, 4.15%, 6/03/20 | | CAD | 430,000 | | | | 347,655 | |
| | | | | | | | |
| | | $ | 699,645 | |
| | | | | | | | |
14
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Major Banks – 3.4% | | | | | | | | |
ABN AMRO Bank N.V., 1.8%, 6/04/18 (n) | | $ | 1,560,000 | | | $ | 1,546,576 | |
ABN AMRO North America Finance, Inc., 7.125%, 7/06/22 | | EUR | 450,000 | | | | 613,601 | |
Bank of America Corp., 1.75%, 6/05/18 | | $ | 750,000 | | | | 745,784 | |
Bank of America Corp., 7.625%, 6/01/19 | | | 690,000 | | | | 798,453 | |
Bank of America Corp., 4.1%, 7/24/23 | | | 500,000 | | | | 517,201 | |
Bank of America Corp., 4.125%, 1/22/24 | | | 757,000 | | | | 782,264 | |
Bank of America Corp., 3.95%, 4/21/25 | | | 1,545,000 | | | | 1,504,612 | |
Barclays Bank PLC, 6%, 1/14/21 | | EUR | 398,000 | | | | 518,245 | |
Barclays Bank PLC, 6.75% to 1/16/18, FRN to 1/16/23 | | GBP | 350,000 | | | | 551,699 | |
Credit Agricole S.A., 7.375%, 12/18/23 | | GBP | 300,000 | | | | 546,142 | |
Credit Suisse Group AG, 6.5%, 8/08/23 (n) | | $ | 1,265,000 | | | | 1,363,038 | |
Goldman Sachs Group, Inc., 5.75%, 1/24/22 | | | 1,486,000 | | | | 1,690,055 | |
Goldman Sachs Group, Inc., 3.5%, 1/23/25 | | | 831,000 | | | | 817,352 | |
HSBC Bank PLC, FRN, 1.001%, 5/15/18 (n) | | | 1,833,000 | | | | 1,825,954 | |
ING Bank N.V., 5.8%, 9/25/23 (n) | | | 1,192,000 | | | | 1,295,169 | |
ING Bank N.V., 3.5% to 11/21/18, FRN to 11/21/23 | | EUR | 700,000 | | | | 803,467 | |
JPMorgan Chase & Co., 4.25%, 10/15/20 | | $ | 1,579,000 | | | | 1,675,797 | |
JPMorgan Chase & Co., 3.125%, 1/23/25 | | | 557,000 | | | | 541,901 | |
JPMorgan Chase & Co., 6.75% to 2/01/24, FRN to 1/29/49 | | | 761,000 | | | | 829,490 | |
Morgan Stanley, 2.2%, 12/07/18 | | | 751,000 | | | | 751,488 | |
Morgan Stanley, 5.5%, 7/28/21 | | | 850,000 | | | | 952,776 | |
Morgan Stanley, 3.95%, 4/23/27 | | | 636,000 | | | | 617,553 | |
Morgan Stanley, 4.3%, 1/27/45 | | | 413,000 | | | | 393,786 | |
Nationwide Building Society, 1.25%, 3/03/25 | | EUR | 470,000 | | | | 492,955 | |
PNC Bank N.A., 2.6%, 7/21/20 | | $ | 873,000 | | | | 873,004 | |
PNC Financial Services Group, Inc., FRN, 6.75%, 12/31/49 | | | 1,510,000 | | | | 1,606,263 | |
Regions Financial Corp., 2%, 5/15/18 | | | 908,000 | | | | 901,642 | |
Royal Bank of Scotland Group PLC, 5.5%, 3/23/20 | | EUR | 450,000 | | | | 584,961 | |
Wells Fargo & Co., 4.1%, 6/03/26 | | $ | 1,680,000 | | | | 1,695,953 | |
Wells Fargo & Co., 5.9% to 6/15/24, FRN to 12/29/49 | | | 374,000 | | | | 377,273 | |
| | | | | | | | |
| | | $ | 28,214,454 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.2% | |
Becton, Dickinson and Co., 3.734%, 12/15/24 | | $ | 459,000 | | | $ | 463,213 | |
Laboratory Corp. of America Holdings, 3.2%, 2/01/22 | | | 1,025,000 | | | | 1,006,347 | |
Laboratory Corp. of America Holdings, 4.7%, 2/01/45 | | | 541,000 | | | | 496,802 | |
| | | | | | | | |
| | | $ | 1,966,362 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Medical Equipment – 0.3% | | | | | | | | |
Medtronic, Inc., 3.5%, 3/15/25 | | $ | 1,853,000 | | | $ | 1,874,938 | |
Zimmer Holdings, Inc., 4.25%, 8/15/35 | | | 722,000 | | | | 673,074 | |
| | | | | | | | |
| | | $ | 2,548,012 | |
| | | | | | | | |
Metals & Mining – 0.6% | | | | | | | | |
Cameco Corp., 5.67%, 9/02/19 | | CAD | 679,000 | | | $ | 541,939 | |
Freeport-McMoRan Oil & Gas LLC, 6.875%, 2/15/23 | | $ | 585,000 | | | | 368,550 | |
Glencore Finance (Europe) S.A., 6.5%, 2/27/19 | | GBP | 250,000 | | | | 340,264 | |
Glencore Finance (Europe) S.A., 1.25%, 3/17/21 | | EUR | 860,000 | | | | 679,618 | |
Kinross Gold Corp., 5.95%, 3/15/24 | | $ | 746,000 | | | | 492,360 | |
Southern Copper Corp., 6.75%, 4/16/40 | | | 355,000 | | | | 303,321 | |
Southern Copper Corp., 5.25%, 11/08/42 | | | 754,000 | | | | 543,714 | |
Southern Copper Corp., 5.875%, 4/23/45 | | | 1,510,000 | | | | 1,155,494 | |
Xstrata Finance (Canada) Ltd., 5.25%, 6/13/17 | | EUR | 450,000 | | | | 476,655 | |
| | | | | | | | |
| | | $ | 4,901,915 | |
| | | | | | | | |
Midstream – 0.8% | | | | | | | | |
APT Pipelines Ltd., 5%, 3/23/35 (n) | | $ | 705,000 | | | $ | 637,649 | |
Dominion Gas Holdings LLC, 2.8%, 11/15/20 | | | 764,000 | | | | 766,554 | |
Energy Transfer Partners LP, 3.6%, 2/01/23 | | | 745,000 | | | | 613,678 | |
Enterprise Products Operating LLC, 1.65%, 5/07/18 | | | 1,250,000 | | | | 1,219,401 | |
Enterprise Products Operating LLC, 3.9%, 2/15/24 | | | 513,000 | | | | 478,818 | |
Enterprise Products Operating LLC, 4.85%, 3/15/44 | | | 231,000 | | | | 186,892 | |
Kinder Morgan (Delaware), Inc., 5.55%, 6/01/45 | | | 118,000 | | | | 92,148 | |
Kinder Morgan Energy Partners LP, 5.4%, 9/01/44 | | | 967,000 | | | | 730,768 | |
Kinder Morgan, Inc., 2.25%, 3/16/27 | | EUR | 375,000 | | | | 292,200 | |
Pembina Pipeline Corp., 4.81%, 3/25/44 | | CAD | 793,000 | | | | 516,674 | |
Sunoco Logistics Partners LP, 5.3%, 4/01/44 | | $ | 305,000 | | | | 226,984 | |
Williams Cos., Inc., 3.7%, 1/15/23 | | | 1,400,000 | | | | 967,063 | |
| | | | | | | | |
| | | $ | 6,728,829 | |
| | | | | | | | |
Mortgage-Backed – 3.7% | | | | | | | | |
Fannie Mae, 5.441%, 2/01/16 | | $ | 5,838 | | | $ | 5,830 | |
Fannie Mae, 5.406%, 4/01/16 | | | 153,056 | | | | 153,033 | |
Fannie Mae, 5.735%, 7/01/16 | | | 472,165 | | | | 473,401 | |
Fannie Mae, 5.05%, 1/01/17 | | | 456,392 | | | | 466,210 | |
Fannie Mae, 5.599%, 1/01/17 | | | 111 | | | | 111 | |
Fannie Mae, 5.324%, 6/01/18 | | | 479,246 | | | | 512,521 | |
Fannie Mae, 3.851%, 7/01/18 | | | 1,268,638 | | | | 1,333,710 | |
Fannie Mae, 4.57%, 5/01/19 | | | 224,782 | | | | 241,906 | |
15
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Mortgage-Backed – continued | | | | | | | | |
Fannie Mae, 4.6%, 9/01/19 | | $ | 589,170 | | | $ | 635,978 | |
Fannie Mae, 4.45%, 10/01/19 | | | 411,740 | | | | 444,143 | |
Fannie Mae, 5%, 12/01/20 - 8/01/40 | | | 3,529,162 | | | | 3,908,478 | |
Fannie Mae, 4.5%, 7/01/23 - 10/01/40 | | | 3,560,519 | | | | 3,869,742 | |
Fannie Mae, 4%, 3/01/25 - 2/01/41 | | | 1,951,305 | | | | 2,071,195 | |
Fannie Mae, 5.5%, 11/01/36 - 4/01/37 | | | 406,032 | | | | 455,277 | |
Fannie Mae, 6%, 9/01/37 - 6/01/38 | | | 642,051 | | | | 727,296 | |
Fannie Mae, 3.5%, 5/01/43 | | | 2,996,981 | | | | 3,105,056 | |
Freddie Mac, 4%, 9/01/44 | | | 2,578,479 | | | | 2,725,548 | |
Freddie Mac, 3.882%, 11/25/17 | | | 278,000 | | | | 288,632 | |
Freddie Mac, 2.699%, 5/25/18 | | | 705,000 | | | | 720,417 | |
Freddie Mac, 2.323%, 10/25/18 | | | 447,000 | | | | 453,506 | |
Freddie Mac, 5.085%, 3/25/19 | | | 30,000 | | | | 32,644 | |
Freddie Mac, 4.186%, 8/25/19 | | | 650,000 | | | | 697,717 | |
Freddie Mac, 2.757%, 5/25/20 | | | 183,109 | | | | 186,709 | |
Freddie Mac, 3.32%, 7/25/20 | | | 927,279 | | | | 952,914 | |
Freddie Mac, 4%, 7/01/25 | | | 312,793 | | | | 330,357 | |
Freddie Mac, 5.5%, 5/01/34 - 7/01/37 | | | 94,696 | | | | 105,304 | |
Freddie Mac, 5%, 10/01/36 - 10/01/38 | | | 644,224 | | | | 704,432 | |
Freddie Mac, 4.5%, 5/01/40 | | | 440,506 | | | | 475,090 | |
Ginnie Mae, 5%, 5/15/40 | | | 243,613 | | | | 269,700 | |
Ginnie Mae, 3.5%, 6/20/43 | | | 2,209,878 | | | | 2,309,268 | |
Ginnie Mae, TBA, 3.5%, 1/01/46 | | | 2,475,000 | | | | 2,579,234 | |
| | | | | | | | |
| | | $ | 31,235,359 | |
| | | | | | | | |
Natural Gas – Distribution – 0.2% | | | | | |
Engie, 3% to 6/02/19, FRN to 6/29/49 | | EUR | 500,000 | | | $ | 541,745 | |
GNL Quintero S.A., 4.634%, 7/31/29 (n) | | $ | 1,420,000 | | | | 1,342,001 | |
| | | | | | | | |
| | | $ | 1,883,746 | |
| | | | | | | | |
Network & Telecom – 0.8% | | | | | | | | |
AT&T, Inc., 2.45%, 6/30/20 | | $ | 739,000 | | | $ | 728,065 | |
British Telecom PLC, 5.75%, 12/07/28 | | GBP | 250,000 | | | | 445,003 | |
Empresa Nacional de Telecomunicaciones S.A., 4.75%, 8/01/26 (n) | | $ | 1,720,000 | | | | 1,609,158 | |
Orange S.A., 4% to 10/01/21, FRN to 10/29/49 | | EUR | 800,000 | | | | 857,924 | |
Verizon Communications, Inc., 4.5%, 9/15/20 | | $ | 997,000 | | | | 1,071,332 | |
Verizon Communications, Inc., 2.625%, 12/01/31 | | EUR | 600,000 | | | | 650,696 | |
Verizon Communications, Inc., 6.4%, 9/15/33 | | $ | 1,095,000 | | | | 1,247,565 | |
| | | | | | | | |
| | | $ | 6,609,743 | |
| | | | | | | | |
Oils – 0.1% | | | | | | | | |
Marathon Petroleum Corp., 3.625%, 9/15/24 | | $ | 500,000 | | | $ | 466,171 | |
Valero Energy Corp., 4.9%, 3/15/45 | | | 977,000 | | | | 814,225 | |
| | | | | | | | |
| | | $ | 1,280,396 | |
| | | | | | | | |
Other Banks & Diversified Financials – 1.7% | |
Banco de Credito del Peru, 6.125% to 4/24/22, FRN to 4/24/27 (n) | | $ | 1,510,000 | | | $ | 1,577,950 | |
Banque Federative du Credit Mutuel S.A., 3%, 5/21/24 | | EUR | 500,000 | | | | 565,922 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Other Banks & Diversified Financials – continued | | | | | |
BBVA Bancomer S.A. de C.V., 6.75%, 9/30/22 (n) | | $ | 1,604,000 | | | $ | 1,764,400 | |
BBVA Subordinated Capital S.A.U., 3.5% to 4/11/19, FRN to 4/11/24 | | EUR | 600,000 | | | | 676,160 | |
BPCE S.A., 4.5%, 3/15/25 (n) | | $ | 384,000 | | | | 368,560 | |
Capital One Bank (USA) N.A., 3.375%, 2/15/23 | | | 978,000 | | | | 957,493 | |
Citigroup, Inc., 3.75%, 6/16/24 | | | 750,000 | | | | 763,850 | |
Discover Bank, 7%, 4/15/20 | | | 1,971,000 | | | | 2,244,492 | |
Discover Bank, 3.1%, 6/04/20 | | | 501,000 | | | | 502,372 | |
Intesa Sanpaolo S.p.A, 1.125%, 3/04/22 | | EUR | 650,000 | | | | 687,287 | |
Intesa Sanpaolo S.p.A., 5.25%, 1/28/22 | | GBP | 450,000 | | | | 732,285 | |
KBC Groep N.V., 2.375% to 11/25/19, FRN to 11/25/24 | | EUR | 600,000 | | | | 669,517 | |
KBC Groep N.V., FRN, 1.875%, 3/11/27 | | EUR | 300,000 | | | | 317,381 | |
Rabobank Nederland N.V., 4%, 9/19/22 | | GBP | 350,000 | | | | 553,811 | |
Svenska Handelsbanken AB, FRN, 1.019%, 3/21/16 | | $ | 2,150,000 | | | | 2,149,409 | |
| | | | | | | | |
| | | $ | 14,530,889 | |
| | | | | | | | |
Personal Computers & Peripherals – 0.1% | |
Equifax, Inc., 3.3%, 12/15/22 | | $ | 717,000 | | | $ | 715,029 | |
| | | | | | | | |
Pharmaceuticals – 1.1% | | | | | | | | |
AbbVie, Inc., 1.75%, 11/06/17 | | $ | 750,000 | | | $ | 748,583 | |
AbbVie, Inc., 2.5%, 5/14/20 | | | 2,069,000 | | | | 2,048,546 | |
Actavis Funding SCS, 4.85%, 6/15/44 | | | 117,000 | | | | 115,809 | |
Allergan PLC, 1.875%, 10/01/17 | | | 802,000 | | | | 801,027 | |
Bayer AG, 3% to 7/01/20, FRN to 7/01/75 | | EUR | 605,000 | | | | 658,060 | |
Bayer AG, 2.375%, 4/02/75 | | EUR | 425,000 | | | | 433,308 | |
Biogen, Inc., 5.2%, 9/15/45 | | $ | 691,000 | | | | 691,198 | |
Celgene Corp., 2.875%, 8/15/20 | | | 1,479,000 | | | | 1,468,427 | |
Forest Laboratories, Inc., 4.375%, 2/01/19 (n) | | | 898,000 | | | | 940,850 | |
Gilead Sciences, Inc., 2.35%, 2/01/20 | | | 448,000 | | | | 448,387 | |
Gilead Sciences, Inc., 4.75%, 3/01/46 | | | 559,000 | | | | 565,355 | |
Mylan, Inc., 2.55%, 3/28/19 | | | 319,000 | | | | 314,834 | |
| | | | | | | | |
| | | $ | 9,234,384 | |
| | | | | | | | |
Printing & Publishing – 0.1% | | | | | | | | |
Moody’s Corp., 4.875%, 2/15/24 | | $ | 750,000 | | | $ | 798,353 | |
| | | | | | | | |
Real Estate – Apartment – 0.2% | | | | | |
Deutsche Wohnen AG, REIT, 1.375%, 7/24/20 | | EUR | 500,000 | | | $ | 547,069 | |
Vonovia Finance B.V., FRN, 4%, 12/29/49 | | EUR | 600,000 | | | | 632,488 | |
Vonovia SE, 2.125%, 7/09/22 | | EUR | 550,000 | | | | 602,006 | |
| | | | | | | | |
| | | $ | 1,781,563 | |
| | | | | | | | |
Real Estate – Office – 0.1% | | | | | | | | |
Boston Properties, Inc., REIT, 3.125%, 9/01/23 | | $ | 950,000 | | | $ | 925,400 | |
| | | | | | | | |
16
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Real Estate – Retail – 0.2% | | | | | | | | |
Hammerson PLC, REIT, 2.75%, 9/26/19 | | EUR | 450,000 | | | $ | 520,967 | |
Simon Property Group, Inc., REIT, 5.65%, 2/01/20 | | $ | 750,000 | | | | 840,590 | |
| | | | | | | | |
| | | $ | 1,361,557 | |
| | | | | | | | |
Restaurants – 0.1% | | | | | | | | |
McDonald’s Corp., 4.875%, 12/09/45 | | $ | 875,000 | | | $ | 879,712 | |
| | | | | | | | |
Retailers – 0.4% | | | | | | | | |
Dollar General Corp., 4.125%, 7/15/17 | | $ | 742,000 | | | $ | 761,982 | |
Dollar General Corp., 4.15%, 11/01/25 | | | 425,000 | | | | 422,480 | |
Gap, Inc., 5.95%, 4/12/21 | | | 1,307,000 | | | | 1,383,286 | |
Home Depot, Inc., 2.625%, 6/01/22 | | | 695,000 | | | | 694,356 | |
Marks & Spencer Group PLC, 4.75%, 6/12/25 | | GBP | 300,000 | | | | 476,992 | |
| | | | | | | | |
| | | $ | 3,739,096 | |
| | | | | | | | |
Specialty Chemicals – 0.0% | | | | | | | | |
Ecolab, Inc., 2.625%, 7/08/25 | | EUR | 325,000 | | | $ | 370,841 | |
| | | | | | | | |
Supermarkets – 0.2% | | | | | | | | |
Carrefour S.A., 1.75%, 7/15/22 | | EUR | 475,000 | | | $ | 533,846 | |
Loblaw Cos. Ltd., 4.86%, 9/12/23 | | CAD | 680,000 | | | | 551,431 | |
William Morrison Supermarkets PLC, 3.5%, 7/27/26 | | GBP | 300,000 | | | | 398,073 | |
| | | | | | | | |
| | | $ | 1,483,350 | |
| | | | | | | | |
Supranational – 0.1% | | | | | | | | |
International Bank for Reconstruction and Development, 4.25%, 6/24/25 | | AUD | 465,000 | | | $ | 363,499 | |
International Finance Corp., 3.25%, 7/22/19 | | AUD | 675,000 | | | | 501,580 | |
| | | | | | | | |
| | | $ | 865,079 | |
| | | | | | | | |
Telecommunications – Wireless – 0.3% | |
America Movil S.A.B. de C.V., 4.75%, 6/28/22 | | EUR | 800,000 | | | $ | 1,046,818 | |
American Tower Corp., REIT, 4.7%, 3/15/22 | | $ | 327,000 | | | | 343,872 | |
American Tower Corp., REIT, 3.5%, 1/31/23 | | | 812,000 | | | | 794,179 | |
SBA Tower Trust, 2.898%, 10/15/44 (n) | | | 349,000 | | | | 341,109 | |
| | | | | | | | |
| | | $ | 2,525,978 | |
| | | | | | | | |
Telephone Services – 0.1% | | | | | | | | |
TDC A.S., 1.75%, 2/27/27 | | EUR | 400,000 | | | $ | 376,541 | |
TELUS Corp., 5.05%, 7/23/20 | | CAD | 687,000 | | | | 554,103 | |
| | | | | | | | |
| | | $ | 930,644 | |
| | | | | | | | |
Tobacco – 0.6% | | | | | | | | |
B.A.T. International Finance PLC, 0.875%, 10/13/23 | | EUR | 500,000 | | | $ | 514,005 | |
B.A.T. International Finance PLC, 2%, 3/13/45 | | EUR | 450,000 | | | | 395,978 | |
Imperial Tobacco Finance PLC, 4.25%, 7/21/25 (n) | | $ | 1,349,000 | | | | 1,369,135 | |
Reynolds American, Inc., 8.125%, 6/23/19 | | | 327,000 | | | | 384,842 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Tobacco – continued | |
Reynolds American, Inc., 3.25%, 6/12/20 | | $ | 493,000 | | | $ | 501,088 | |
Reynolds American, Inc., 4%, 6/12/22 | | | 351,000 | | | | 365,130 | |
Reynolds American, Inc., 4.45%, 6/12/25 | | | 258,000 | | | | 269,976 | |
Reynolds American, Inc., 5.7%, 8/15/35 | | | 819,000 | | | | 897,300 | |
| | | | | | | | |
| | | $ | 4,697,454 | |
| | | | | | | | |
Transportation – Services – 0.4% | |
ERAC USA Finance Co., 2.75%, 3/15/17 (n) | | $ | 376,000 | | | $ | 380,569 | |
ERAC USA Finance LLC, 7%, 10/15/37 (n) | | | 824,000 | | | | 1,003,006 | |
Heathrow Funding Ltd., 4.625%, 10/31/48 | | GBP | 225,000 | | | | 360,759 | |
HIT Finance B.V., 4.875%, 10/27/21 | | EUR | 500,000 | | | | 647,336 | |
Stagecoach Group PLC, 4%, 9/29/25 | | GBP | 600,000 | | | | 886,234 | |
| | | | | | | | |
| | | $ | 3,277,904 | |
| | | | | | | | |
U.S. Government Agencies and Equivalents – 0.3% | |
Small Business Administration, 5.09%, 10/01/25 | | $ | 13,285 | | | $ | 14,364 | |
Small Business Administration, 5.21%, 1/01/26 | | | 491,328 | | | | 529,716 | |
Small Business Administration, 5.31%, 5/01/27 | | | 143,783 | | | | 158,236 | |
Small Business Administration, 2.22%, 3/01/33 | | | 1,941,567 | | | | 1,915,858 | |
| | | | | | | | |
| | | $ | 2,618,174 | |
| | | | | | | | |
U.S. Treasury Obligations – 7.0% | |
U.S. Treasury Bonds, 4.5%, 8/15/39 (f) | | $ | 5,392,000 | | | $ | 6,888,275 | |
U.S. Treasury Bonds, 3.625%, 2/15/44 | | | 3,153,000 | | | | 3,540,094 | |
U.S. Treasury Notes, 1.125%, 6/15/18 | | | 17,000,000 | | | | 16,962,260 | |
U.S. Treasury Notes, 3.5%, 5/15/20 (f) | | | 19,390,000 | | | | 20,854,158 | |
U.S. Treasury Notes, 1.75%, 5/15/22 | | | 4,560,000 | | | | 4,485,832 | |
U.S. Treasury Notes, 2%, 2/15/25 (f) | | | 5,828,000 | | | | 5,696,573 | |
| | | | | | | | |
| | | $ | 58,427,192 | |
| | | | | | | | |
Utilities – Electric Power – 0.9% | | | | | |
CMS Energy Corp., 5.05%, 3/15/22 | | $ | 954,000 | | | $ | 1,038,147 | |
E.CL S.A., 4.5%, 1/29/25 (n) | | | 1,180,000 | | | | 1,161,270 | |
E.ON International Finance B.V., 6.375%, 6/07/32 | | GBP | 350,000 | | | | 618,395 | |
EDP Finance B.V., 4.9%, 10/01/19 (n) | | $ | 450,000 | | | | 463,412 | |
EDP Finance B.V., 4.125%, 1/20/21 | | EUR | 500,000 | | | | 586,166 | |
Enel Finance International N.V., 1.966%, 1/27/25 | | EUR | 600,000 | | | | 666,945 | |
Enel Finance International N.V., 4.875%, 3/11/20 | | EUR | 500,000 | | | | 634,310 | |
Enel Finance International N.V., 5.625%, 8/14/24 | | GBP | 200,000 | | | | 344,885 | |
Enel S.p.A., 6.25%, 6/20/19 | | GBP | 450,000 | | | | 748,998 | |
PPL Capital Funding, Inc., 5%, 3/15/44 | | $ | 473,000 | | | | 487,636 | |
17
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Utilities – Electric Power – continued | |
PPL WEM Holdings PLC, 5.375%, 5/01/21 (n) | | $ | 280,000 | | | $ | 305,524 | |
Transelec S.A., 4.25%, 1/14/25 (n) | | | 201,000 | | | | 196,936 | |
| | | | | | | | |
| | | $ | 7,252,624 | |
| | | | | | | | |
Total Bonds (Identified Cost, $549,117,496) | | | $ | 524,665,906 | |
| | | | | | | | |
|
CONVERTIBLE PREFERRED STOCKS – 0.1% | |
Pharmaceuticals – 0.0% | | | | | | | | |
Allergan PLC, 5.5% | | | 225 | | | $ | 231,791 | |
| | | | | | | | |
Telephone Services – 0.0% | | | | | | | | |
Frontier Communications Corp., 11.125% | | | 2,503 | | | $ | 229,225 | |
| | | | | | | | |
Utilities – Electric Power – 0.1% | | | | | | | | |
Exelon Corp., 6.5% | | | 18,493 | | | $ | 748,412 | |
| | | | | | | | |
Total Convertible Preferred Stocks (Identified Cost, $1,319,102) | | | $ | 1,209,428 | |
| | | | | | | | |
| | |
PREFERRED STOCKS – 0.4% | | | | | | | | |
Consumer Products – 0.3% | | | | | | | | |
Henkel AG & Co. KGaA | | | 24,152 | | | $ | 2,692,273 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
PREFERRED STOCKS – continued | | | | | |
Telephone Services – 0.1% | | | | | | | | |
Telecom Italia S.p.A. | | | 381,872 | | | $ | 390,589 | |
| | | | | | | | |
Total Preferred Stocks (Identified Cost, $1,644,308) | | | $ | 3,082,862 | |
| | | | | | | | |
Issuer/Expiration Date/Strike Price | | Number of Contracts | | | | |
PUT OPTIONS PURCHASED – 0.0% | |
Russell 2000 Index – March 2016 @ $900 (Premiums Paid, $88,693) | | | 150 | | | $ | 42,000 | |
| | | | | | | | |
Issuer | | Shares/Par | | | | |
MONEY MARKET FUNDS – 1.9% | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 15,979,526 | | | $ | 15,979,526 | |
| | | | | | | | |
Total Investments (Identified Cost, $783,474,543) | | | $ | 828,799,435 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 1.0% | | | | 8,173,876 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 836,973,311 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(f) | | All or a portion of the security has been segregated as collateral for open futures contracts. |
(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 $38,872,831, representing 4.6% of net assets. |
(s) | | Security or a portion of the security was pledged to cover collateral requirements for securities sold short and certain derivative transactions. At December 31, 2015, the fund had no short sales outstanding. |
(v) | | Underlying affiliated fund 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 | |
Cent LP, 2013-17A, “A1”, CLO, FRN, 1.621%, 1/30/25 | | 9/26/14 | | | $1,359,453 | | | | $1,354,004 | |
Dryden Senior Loan Fund, 2013-26A, “A”, CLO, FRN, 1.42%, 7/15/25 | | 9/26/14 | | | 1,734,049 | | | | 1,723,250 | |
Gulf Stream Sextant CLO Ltd., 2007-1A, “A1A”, FRN, 0.75%, 6/17/21 | | 4/08/15 | | | 714,023 | | | | 714,898 | |
ING Investment Management Ltd., 2013-2A, “A1”, CLO, FRN, 1.469%, 4/25/25 | | 9/26/14 | | | 1,578,038 | | | | 1,567,681 | |
KKR Financial CLO Ltd., 2007-1A, “A”, FRN, 0.711%, 5/15/21 | | 4/08/15 | | | 1,202,192 | | | | 1,200,550 | |
Republic of Indonesia, 2.875%, 7/08/21 | | 7/02/14 | | | 679,139 | | | | 537,615 | |
Total Restricted Securities | | | | $7,097,998 | |
% of Net assets | | | | 0.8% | |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
CLO | | Collateralized Loan Obligation |
FRN | | Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end. |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
18
MFS Global Tactical Allocation 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:
Derivative Contracts at 12/31/15
Forward Foreign Currency Exchange Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | | | |
Type | | Currency | | Counterparty | | Contracts to Deliver/Receive | | | Settlement Date Range | | In Exchange For | | Contracts at Value | | | Net Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | |
SELL | | CAD | | Credit Suisse Group | | | 2,035,000 | | | 1/15/16 | | $1,521,327 | | $ | 1,470,719 | | | $ | 50,608 | |
SELL | | CAD | | Deutsche Bank AG | | | 994,000 | | | 1/15/16 | | 743,065 | | | 718,376 | | | | 24,689 | |
SELL | | CAD | | Goldman Sachs International | | | 9,536,000 | | | 1/15/16 | | 7,142,583 | | | 6,891,783 | | | | 250,800 | |
SELL | | CAD | | JPMorgan Chase Bank N.A. | | | 9,671,500 | | | 1/15/16-3/18/16 | | 7,085,665 | | | 6,990,787 | | | | 94,878 | |
SELL | | CAD | | Merrill Lynch International | | | 4,374,751 | | | 1/15/16 | | 3,336,945 | | | 3,161,686 | | | | 175,259 | |
SELL | | CHF | | JPMorgan Chase Bank N.A. | | | 47,239,649 | | | 3/18/16 | | 47,939,567 | | | 47,311,236 | | | | 628,331 | |
SELL | | DKK | | Goldman Sachs International | | | 968,554 | | | 1/15/16 | | 146,617 | | | 141,084 | | | | 5,533 | |
SELL | | DKK | | JPMorgan Chase Bank N.A. | | | 10,498,333 | | | 3/18/16 | | 1,551,615 | | | 1,532,159 | | | | 19,456 | |
BUY | | EUR | | Citibank N.A. | | | 1,444,198 | | | 1/15/16 | | 1,534,417 | | | 1,569,885 | | | | 35,468 | |
BUY | | EUR | | Deutsche Bank AG | | | 5,918,000 | | | 1/15/16 | | 6,328,267 | | | 6,433,035 | | | | 104,768 | |
BUY | | EUR | | Goldman Sachs International | | | 1,255,000 | | | 1/15/16 | | 1,327,530 | | | 1,364,221 | | | | 36,691 | |
SELL | | EUR | | Citibank N.A. | | | 581,680 | | | 1/15/16 | | 640,726 | | | 632,303 | | | | 8,423 | |
SELL | | EUR | | Deutsche Bank AG | | | 5,374,000 | | | 3/18/16 | | 5,924,674 | | | 5,851,002 | | | | 73,672 | |
SELL | | EUR | | Goldman Sachs International | | | 102,807,862 | | | 1/15/16-3/18/16 | | 112,739,814 | | | 111,922,434 | | | | 817,380 | |
SELL | | EUR | | JPMorgan Chase Bank N.A. | | | 30,223,688 | | | 3/18/16 | | 33,302,544 | | | 32,906,373 | | | | 396,171 | |
SELL | | EUR | | Merrill Lynch International | | | 3,580,245 | | | 1/15/16 | | 3,977,360 | | | 3,891,829 | | | | 85,531 | |
SELL | | EUR | | Morgan Stanley Capital Services, Inc. | | | 98,000 | | | 1/15/16 | | 107,152 | | | 106,529 | | | | 623 | |
SELL | | GBP | | Citibank N.A. | | | 825,000 | | | 1/15/16 | | 1,245,980 | | | 1,216,250 | | | | 29,730 | |
SELL | | GBP | | Credit Suisse Group | | | 1,816,000 | | | 1/15/16 | | 2,742,549 | | | 2,677,224 | | | | 65,325 | |
SELL | | GBP | | Goldman Sachs International | | | 2,826,378 | | | 1/15/16 | | 4,276,954 | | | 4,166,767 | | | | 110,187 | |
SELL | | GBP | | JPMorgan Chase Bank N.A. | | | 54,231,819 | | | 1/15/16-3/18/16 | | 82,363,213 | | | 79,957,832 | | | | 2,405,381 | |
SELL | | ILS | | JPMorgan Chase Bank N.A. | | | 2,517,156 | | | 3/18/16 | | 654,399 | | | 647,887 | | | | 6,512 | |
BUY | | INR | | JPMorgan Chase Bank N.A. | | | 29,167,000 | | | 2/04/16 | | 438,272 | | | 438,731 | | | | 459 | |
BUY | | JPY | | Barclays Bank PLC | | | 127,848,000 | | | 1/15/16 | | 1,039,093 | | | 1,063,932 | | | | 24,839 | |
BUY | | JPY | | Credit Suisse Group | | | 159,810,000 | | | 1/15/16 | | 1,298,769 | | | 1,329,915 | | | | 31,146 | |
19
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts at 12/31/15 - continued
| | | | | | | | | | | | | | | | | | | | |
Type | | Currency | | Counterparty | | Contracts to Deliver/Receive | | | Settlement Date Range | | In Exchange For | | Contracts at Value | | | Net Unrealized Appreciation (Depreciation) | |
Asset Derivatives – continued | | | | | | | | | | | | | |
BUY | | JPY | | Goldman Sachs International | | | 409,102,000 | | | 1/15/16 | | $3,323,675 | | $ | 3,404,485 | | | $ | 80,810 | |
BUY | | JPY | | JPMorgan Chase Bank N.A. | | | 191,772,000 | | | 1/15/16 | | 1,558,434 | | | 1,595,897 | | | | 37,463 | |
SELL | | MXN | | Goldman Sachs International | | | 66,403,975 | | | 1/15/16 | | 3,971,732 | | | 3,850,142 | | | | 121,590 | |
BUY | | MYR | | BNP Paribas S.A. | | | 6,661,756 | | | 1/19/16 | | 1,546,476 | | | 1,549,963 | | | | 3,487 | |
SELL | | NOK | | Goldman Sachs International | | | 71,878,127 | | | 1/15/16 | | 8,638,232 | | | 8,119,586 | | | | 518,646 | |
BUY | | NZD | | Goldman Sachs International | | | 20,248,360 | | | 1/15/16 | | 13,257,100 | | | 13,841,066 | | | | 583,966 | |
BUY | | NZD | | Westpac Banking Corp. | | | 5,637,288 | | | 1/15/16 | | 3,660,460 | | | 3,853,452 | | | | 192,992 | |
BUY | | SEK | | Deutsche Bank AG | | | 44,482,000 | | | 1/15/16 | | 5,248,490 | | | 5,270,984 | | | | 22,494 | |
BUY | | SEK | | Goldman Sachs International | | | 46,414,807 | | | 3/18/16 | | 5,472,992 | | | 5,509,974 | | | | 36,982 | |
BUY | | SGD | | Barclays Bank PLC | | | 1,505,000 | | | 1/15/16 | | 1,056,406 | | | 1,061,030 | | | | 4,624 | |
SELL | | SGD | | JPMorgan Chase Bank N.A. | | | 1,238,213 | | | 3/18/16 | | 876,152 | | | 871,196 | | | | 4,956 | |
BUY | | TRY | | JPMorgan Chase Bank N.A. | | | 2,638,000 | | | 1/15/16 | | 864,125 | | | 901,674 | | | | 37,549 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 7,127,419 | |
| | | | | | | | | | | | | | | | | | | | |
Liability Derivatives | | | | | | | | | | | | | |
BUY | | AUD | | JPMorgan Chase Bank N.A. | | | 12,965,816 | | | 3/18/16 | | $9,419,276 | | $ | 9,414,255 | | | $ | (5,021 | ) |
SELL | | AUD | | Goldman Sachs International | | | 1,293,970 | | | 1/15/16 | | 930,451 | | | 942,464 | | | | (12,013 | ) |
SELL | | AUD | | Westpac Banking Corp. | | | 5,032,339 | | | 1/15/16 | | 3,615,031 | | | 3,665,309 | | | | (50,278 | ) |
BUY | | CAD | | Goldman Sachs International | | | 12,186,912 | | | 1/15/16 | | 9,113,653 | | | 8,807,630 | | | | (306,023 | ) |
BUY | | CAD | | Merrill Lynch International | | | 7,216,000 | | | 1/15/16 | | 5,475,619 | | | 5,215,091 | | | | (260,528 | ) |
BUY | | CHF | | UBS AG | | | 4,232,000 | | | 1/15/16 | | 4,359,943 | | | 4,227,007 | | | | (132,936 | ) |
BUY | | CZK | | Morgan Stanley Capital Services, Inc. | | | 15,672,000 | | | 1/15/16 | | 653,845 | | | 630,463 | | | | (23,382 | ) |
BUY | | EUR | | Barclays Bank PLC | | | 1,666,000 | | | 1/15/16 | | 1,894,814 | | | 1,810,990 | | | | (83,824 | ) |
BUY | | EUR | | Deutsche Bank AG | | | 8,736,044 | | | 1/15/16-3/17/16 | | 9,716,022 | | | 9,506,539 | | | | (209,483 | ) |
BUY | | EUR | | Goldman Sachs International | | | 6,845,264 | | | 1/15/16 | | 7,629,748 | | | 7,440,998 | | | | (188,750 | ) |
BUY | | EUR | | JPMorgan Chase Bank N.A. | | | 3,983,000 | | | 1/15/16 | | 4,451,626 | | | 4,329,635 | | | | (121,991 | ) |
SELL | | EUR | | BNP Paribas S.A. | | | 248,724 | | | 1/15/16 | | 264,066 | | | 270,370 | | | | (6,304 | ) |
SELL | | EUR | | Citibank N.A. | | | 1,175,486 | | | 1/15/16 | | 1,250,755 | | | 1,277,786 | | | | (27,031 | ) |
SELL | | EUR | | Deutsche Bank AG | | | 309,086 | | | 1/15/16 | | 329,406 | | | 335,985 | | | | (6,579 | ) |
SELL | | EUR | | Goldman Sachs International | | | 8,782,415 | | | 1/15/16 | | 9,453,854 | | | 9,546,736 | | | | (92,882 | ) |
SELL | | EUR | | Morgan Stanley Capital Services, Inc. | | | 3,470,472 | | | 1/15/16 | | 3,765,675 | | | 3,772,502 | | | | (6,827 | ) |
BUY | | GBP | | BNP Paribas S.A. | | | 3,399,916 | | | 1/15/16 | | 5,173,558 | | | 5,012,301 | | | | (161,257 | ) |
BUY | | GBP | | Citibank N.A. | | | 135,000 | | | 1/15/16 | | 207,327 | | | 199,023 | | | | (8,304 | ) |
BUY | | GBP | | Goldman Sachs International | | | 4,270,044 | | | 1/15/16 | | 6,557,935 | | | 6,295,081 | | | | (262,854 | ) |
BUY | | GBP | | Morgan Stanley Capital Services, Inc. | | | 969,601 | | | 1/15/16 | | 1,492,071 | | | 1,429,427 | | | | (62,644 | ) |
BUY | | ILS | | Goldman Sachs International | | | 2,860,000 | | | 1/15/16 | | 744,723 | | | 735,115 | | | | (9,608 | ) |
BUY | | JPY | | Credit Suisse Group | | | 2,638,638,650 | | | 1/15/16 | | 22,043,857 | | | 21,958,349 | | | | (85,508 | ) |
SELL | | JPY | | BNP Paribas S.A. | | | 97,824,000 | | | 1/15/16 | | 797,647 | | | 814,076 | | | | (16,429 | ) |
SELL | | JPY | | Goldman Sachs International | | | 340,155,852 | | | 1/15/16 | | 2,762,996 | | | 2,830,725 | | | | (67,729 | ) |
SELL | | JPY | | JPMorgan Chase Bank N.A. | | | 6,118,667,081 | | | 1/15/16-3/18/16 | | 50,654,196 | | | 50,986,219 | | | | (332,023 | ) |
BUY | | KRW | | JPMorgan Chase Bank N.A. | | | 7,720,678,000 | | | 1/13/16 | | 6,669,153 | | | 6,583,048 | | | | (86,105 | ) |
SELL | | KRW | | JPMorgan Chase Bank N.A. | | | 6,677,812,100 | | | 3/18/16 | | 5,603,037 | | | 5,685,956 | | | | (82,919 | ) |
BUY | | NOK | | Goldman Sachs International | | | 393,439,787 | | | 3/18/16 | | 45,508,570 | | | 44,417,070 | | | | (1,091,500 | ) |
SELL | | NZD | | Goldman Sachs International | | | 7,444,902 | | | 3/18/16 | | 4,973,344 | | | 5,069,501 | | | | (96,157 | ) |
SELL | | NZD | | JPMorgan Chase Bank N.A. | | | 16,226,000 | | | 1/15/16 | | 10,775,983 | | | 11,091,522 | | | | (315,539 | ) |
SELL | | NZD | | Westpac Banking Corp. | | | 15,354,704 | | | 1/15/16 | | 10,117,598 | | | 10,495,935 | | | | (378,337 | ) |
BUY | | PLN | | Morgan Stanley Capital Services, Inc. | | | 4,992,931 | | | 1/15/16 | | 1,320,879 | | | 1,272,586 | | | | (48,293 | ) |
BUY | | SEK | | Goldman Sachs International | | | 5,019,903 | | | 1/15/16 | | 610,222 | | | 594,843 | | | | (15,379 | ) |
SELL | | SEK | | Deutsche Bank AG | | | 38,231,000 | | | 1/15/16 | | 4,512,391 | | | 4,530,259 | | | | (17,868 | ) |
SELL | | SEK | | UBS AG | | | 3,418,000 | | | 1/15/16 | | 403,371 | | | 405,023 | | | | (1,652 | ) |
BUY | | THB | | JPMorgan Chase Bank N.A. | | | 56,941,650 | | | 1/25/16 | | 1,585,235 | | | 1,579,362 | | | | (5,873 | ) |
BUY | | ZAR | | JPMorgan Chase Bank N.A. | | | 18,564,135 | | | 1/15/16 | | 1,345,637 | | | 1,198,292 | | | | (147,345 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | (4,827,175 | ) |
| | | | | | | | | | | | | | | | | | | | |
20
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Futures Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Contracts | | | Value | | Expiration Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | | | |
Equity Futures | | | | | | | | | | | | | | | | | | |
AEX 25 Index (Long) | | | EUR | | | | 118 | | | $11,268,921 | | | January - 2016 | | | | $170,519 | |
CAC 40 Index (Long) | | | EUR | | | | 95 | | | 4,773,760 | | | January - 2016 | | | | 64,184 | |
DAX Index (Long) | | | EUR | | | | 64 | | | 18,432,912 | | | March - 2016 | | | | 404,001 | |
FTSE/MIB Index (Long) | | | EUR | | | | 229 | | | 26,300,796 | | | March - 2016 | | | | 32,212 | |
Mex Bolsa Index (Long) | | | MXN | | | | 233 | | | 5,832,131 | | | March - 2016 | | | | 172,778 | |
KOSPI 200 Index (Long) | | | KRW | | | | 65 | | | 6,609,165 | | | March - 2016 | | | | 5,502 | |
MSCI Singapore Index (Short) | | | SGD | | | | 347 | | | 7,871,553 | | | January - 2016 | | | | 33,165 | |
MSCI Taiwan Index (Short) | | | USD | | | | 35 | | | 1,053,768 | | | January - 2016 | | | | 25,781 | |
OMX 30 Index (Long) | | | SEK | | | | 1,529 | | | 25,924,855 | | | January - 2016 | | | | 272,316 | |
TOPIX Index (Short) | | | JPY | | | | 102 | | | 12,950,644 | | | March - 2016 | | | | 497,874 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $1,678,332 | |
| | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | |
Australian Treasury Bond 10 yr (Long) | | | AUD | | | | 323 | | | $29,866,660 | | | March - 2016 | | | | $76,088 | |
U.S. Treasury Note 10 yr (Short) | | | USD | | | | 121 | | | 15,234,656 | | | March - 2016 | | | | 130,453 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $206,541 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $1,884,873 | |
| | | | | | | | | | | | | | | | | | |
Liability Derivatives | | | | | | | | | | | | | | | | | | |
Equity Futures | | | | | | | | | | | | | | | | | | |
BIST 30 Index (Long) | | | TRY | | | | 4,360 | | | $13,316,658 | | | February - 2016 | | | | $(586,725 | ) |
E-Mini S&P 500 Index (Short) | | | USD | | | | 404 | | | 41,115,080 | | | March - 2016 | | | | (697,102 | ) |
FTSE 100 Index (Short) | | | GBP | | | | 172 | | | 15,569,672 | | | March - 2016 | | | | (569,301 | ) |
FTSE JSE Top 40 Index (Short) | | | ZAR | | | | 11 | | | 326,928 | | | March - 2016 | | | | (11,864 | ) |
Hang Seng China Enterprises Index (Long) | | | HKD | | | | 223 | | | 13,901,906 | | | January - 2016 | | | | (439,887 | ) |
Hang Seng Index (Long) | | | HKD | | | | 114 | | | 16,054,370 | | | January - 2016 | | | | (228,167 | ) |
IBEX 35 Index (Long) | | | EUR | | | | 233 | | | 23,935,364 | | | January - 2016 | | | | (392,174 | ) |
Bovespa Index (Long) | | | BRL | | | | 1,980 | | | 21,953,289 | | | February - 2016 | | | | (871,325 | ) |
NIFTY Index (Short) | | | USD | | | | 708 | | | 11,254,368 | | | January - 2016 | | | | (48,378 | ) |
Russell 2000 Index (Short) | | | USD | | | | 204 | | | 23,082,600 | | | March - 2016 | | | | (281,112 | ) |
ASX SPI 200 Index (Short) | | | AUD | | | | 316 | | | 29,997,023 | | | March - 2016 | | | | (1,725,530 | ) |
S&P/TSX 60 Index (Short) | | | CAD | | | | 256 | | | 28,155,005 | | | March - 2016 | | | | (442,908 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $(6,294,473 | ) |
| | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | |
Canadian Treasury Bond 10 yr (Short) | | | CAD | | | | 312 | | | $31,790,764 | | | March - 2016 | | | | $(318,749 | ) |
German Euro Bund 10 yr (Long) | | | EUR | | | | 88 | | | 15,102,519 | | | March - 2016 | | | | (224,740 | ) |
Japanese Government Bond 10 yr (Short) | | | JPY | | | | 42 | | | 52,079,371 | | | March - 2016 | | | | (111,818 | ) |
United Kingdom Gilt Bond 10 yr (Long) | | | GBP | | | | 115 | | | 19,796,369 | | | March - 2016 | | | | (122,064 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $(777,371 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $(7,071,844 | ) |
| | | | | | | | | | | | | | | | | | |
At December 31, 2015, the fund had cash collateral of $3,557,944 and other liquid securities with an aggregate value of $27,478,534 to cover any commitments for certain derivative contracts. Cash collateral is comprised of “Deposits with brokers” on the Statement of Assets and Liabilities.
See Notes to Financial Statements
21
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $767,495,017) | | | $812,819,909 | | | | | |
Underlying affiliated funds, at cost and value | | | 15,979,526 | | | | | |
Total investments, at value (identified cost, $783,474,543) | | | $828,799,435 | | | | | |
Cash | | | 5,608 | | | | | |
Foreign currency, at value (identified cost, $11,250) | | | 11,191 | | | | | |
Deposits with brokers | | | 3,557,944 | | | | | |
Receivables for | | | | | | | | |
Forward foreign currency exchange contracts | | | 7,127,419 | | | | | |
Investments sold | | | 388,421 | | | | | |
Fund shares sold | | | 83 | | | | | |
Interest and dividends | | | 6,005,207 | | | | | |
Other assets | | | 6,669 | | | | | |
Total assets | | | | | | | $845,901,977 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Forward foreign currency exchange contracts | | | $4,827,175 | | | | | |
Daily variation margin on open futures contracts | | | 464,364 | | | | | |
Investments purchased | | | 387,937 | | | | | |
TBA purchase commitments | | | 2,581,520 | | | | | |
Fund shares reacquired | | | 472,733 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 32,648 | | | | | |
Shareholder servicing costs | | | 92 | | | | | |
Distribution and/or service fees | | | 10,651 | | | | | |
Payable for independent Trustees’ compensation | | | 101 | | | | | |
Accrued expenses and other liabilities | | | 151,445 | | | | | |
Total liabilities | | | | | | | $8,928,666 | |
Net assets | | | | | | | $836,973,311 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $761,356,578 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 42,328,534 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 36,758,663 | | | | | |
Accumulated distributions in excess of net investment income | | | (3,470,464 | ) | | | | |
Net assets | | | | | | | $836,973,311 | |
Shares of beneficial interest outstanding | | | | | | | 56,791,435 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $63,252,729 | | | | 4,239,043 | | | | $14.92 | |
Service Class | | | 773,720,582 | | | | 52,552,392 | | | | 14.72 | |
See Notes to Financial Statements
22
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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Interest | | | $15,345,254 | | | | | |
Dividends | | | 8,651,447 | | | | | |
Dividends from underlying affiliated funds | | | 49,297 | | | | | |
Foreign taxes withheld | | | (371,796 | ) | | | | |
Total investment income | | | | | | | $23,674,202 | |
Expenses | | | | | | | | |
Management fee | | | $6,494,237 | | | | | |
Distribution and/or service fees | | | 2,141,324 | | | | | |
Shareholder servicing costs | | | 21,069 | | | | | |
Administrative services fee | | | 154,917 | | | | | |
Independent Trustees’ compensation | | | 17,183 | | | | | |
Custodian fee | | | 173,784 | | | | | |
Shareholder communications | | | 35,482 | | | | | |
Audit and tax fees | | | 85,264 | | | | | |
Legal fees | | | 7,906 | | | | | |
Miscellaneous | | | 81,158 | | | | | |
Total expenses | | | | | | | $9,212,324 | |
Fees paid indirectly | | | (573 | ) | | | | |
Reduction of expenses by investment adviser | | | (64,436 | ) | | | | |
Net expenses | | | | | | | $9,147,315 | |
Net investment income | | | | | | | $14,526,887 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments (net of $127 country tax) | | | $25,898,113 | | | | | |
Futures contracts | | | (7,213,113 | ) | | | | |
Foreign currency | | | 20,454,824 | | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $39,139,824 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(67,071,804 | ) | | | | |
Futures contracts | | | (1,387,375 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | (5,398,458 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(73,857,637 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(34,717,813 | ) |
Change in net assets from operations | | | | | | | $(20,190,926 | ) |
See Notes to Financial Statements
23
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $14,526,887 | | | | $20,860,931 | |
Net realized gain (loss) on investments and foreign currency | | | 39,139,824 | | | | 43,228,571 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (73,857,637 | ) | | | (20,678,007 | ) |
Change in net assets from operations | | | $(20,190,926 | ) | | | $43,411,495 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(46,021,696 | ) | | | $(26,957,872 | ) |
From net realized gain on investments | | | (14,844,367 | ) | | | (1,303,027 | ) |
Total distributions declared to shareholders | | | $(60,866,063 | ) | | | $(28,260,899 | ) |
Change in net assets from fund share transactions | | | $(71,256,514 | ) | | | $(96,826,948 | ) |
Total change in net assets | | | $(152,313,503 | ) | | | $(81,676,352 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 989,286,814 | | | | 1,070,963,166 | |
At end of period (including accumulated distributions in excess of net investment income of $3,470,464 and undistributed net investment income of $31,440,638, respectively) | | | $836,973,311 | | | | $989,286,814 | |
See Notes to Financial Statements
24
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $16.43 | | | | $16.20 | | | | $15.27 | | | | $14.22 | | | | $14.20 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.29 | | | | $0.37 | | | | $0.32 | | | | $0.30 | | | | $0.32 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.66 | ) | | | 0.36 | | | | 1.02 | | | | 1.04 | | | | (0.10 | ) |
Total from investment operations | | | $(0.37 | ) | | | $0.73 | | | | $1.34 | | | | $1.34 | | | | $0.22 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.87 | ) | | | $(0.48 | ) | | | $(0.41 | ) | | | $(0.29 | ) | | | $(0.14 | ) |
From net realized gain on investments | | | (0.27 | ) | | | (0.02 | ) | | | — | | | | — | | | | (0.06 | ) |
Total distributions declared to shareholders | | | $(1.14 | ) | | | $(0.50 | ) | | | $(0.41 | ) | | | $(0.29 | ) | | | $(0.20 | ) |
Net asset value, end of period (x) | | | $14.92 | | | | $16.43 | | | | $16.20 | | | | $15.27 | | | | $14.22 | |
Total return (%) (k)(r)(s)(x) | | | (2.23 | ) | | | 4.46 | | | | 8.91 | | | | 9.49 | | | | 1.55 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.76 | | | | 0.76 | | | | 0.75 | | | | 0.76 | | | | 0.80 | |
Expenses after expense reductions (f) | | | 0.75 | | | | 0.75 | | | | 0.75 | | | | 0.76 | | | | 0.80 | |
Net investment income | | | 1.80 | | | | 2.23 | | | | 2.04 | | | | 2.02 | | | | 2.21 | |
Portfolio turnover | | | 57 | | | | 32 | | | | 65 | | | | 38 | | | | 56 | |
Net assets at end of period (000 omitted) | | | $63,253 | | | | $76,670 | | | | $75,559 | | | | $73,189 | | | | $77,255 | |
See Notes to Financial Statements
25
MFS Global Tactical Allocation Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $16.22 | | | | $15.99 | | | | $15.09 | | | | $14.06 | | | | $14.07 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.25 | | | | $0.33 | | | | $0.28 | | | | $0.26 | | | | $0.27 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.66 | ) | | | 0.35 | | | | 0.99 | | | | 1.03 | | | | (0.09 | ) |
Total from investment operations | | | $(0.41 | ) | | | $0.68 | | | | $1.27 | | | | $1.29 | | | | $0.18 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.82 | ) | | | $(0.43 | ) | | | $(0.37 | ) | | | $(0.26 | ) | | | $(0.13 | ) |
From net realized gain on investments | | | (0.27 | ) | | | (0.02 | ) | | | — | | | | — | | | | (0.06 | ) |
Total distributions declared to shareholders | | | $(1.09 | ) | | | $(0.45 | ) | | | $(0.37 | ) | | | $(0.26 | ) | | | $(0.19 | ) |
Net asset value, end of period (x) | | | $14.72 | | | | $16.22 | | | | $15.99 | | | | $15.09 | | | | $14.06 | |
Total return (%) (k)(r)(s)(x) | | | (2.49 | ) | | | 4.25 | | | | 8.54 | | | | 9.26 | | | | 1.29 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.01 | | | | 1.01 | | | | 1.00 | | | | 1.01 | | | | 1.05 | |
Expenses after expense reductions (f) | | | 1.00 | | | | 1.00 | | | | 1.00 | | | | 1.01 | | | | 1.05 | |
Net investment income | | | 1.55 | | | | 2.00 | | | | 1.79 | | | | 1.77 | | | | 1.92 | |
Portfolio turnover | | | 57 | | | | 32 | | | | 65 | | | | 38 | | | | 56 | |
Net assets at end of period (000 omitted) | | | $773,721 | | | | $912,616 | | | | $995,404 | | | | $994,165 | | | | $922,442 | |
(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
26
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. 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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. 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. Values obtained from 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.
27
MFS Global Tactical Allocation Portfolio
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 halting 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 on a frequent basis 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 not reflected in total investments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $145,012,571 | | | | $42,000 | | | | $— | | | | $145,054,571 | |
United Kingdom | | | 5,696,594 | | | | 25,073,475 | | | | — | | | | 30,770,069 | |
Japan | | | — | | | | 22,654,846 | | | | — | | | | 22,654,846 | |
Switzerland | | | — | | | | 20,618,990 | | | | — | | | | 20,618,990 | |
France | | | — | | | | 12,682,930 | | | | — | | | | 12,682,930 | |
Germany | | | 2,856,671 | | | | 8,979,265 | | | | — | | | | 11,835,936 | |
Canada | | | 6,804,987 | | | | — | | | | — | | | | 6,804,987 | |
Sweden | | | — | | | | 5,550,933 | | | | — | | | | 5,550,933 | |
Taiwan | | | 3,766,922 | | | | 1,227,799 | | | | — | | | | 4,994,721 | |
Other Countries | | | 1,976,738 | | | | 25,209,282 | | | | — | | | | 27,186,020 | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | — | | | | 61,045,366 | | | | — | | | | 61,045,366 | |
Non-U.S. Sovereign Debt | | | — | | | | 232,321,406 | | | | — | | | | 232,321,406 | |
U.S. Corporate Bonds | | | — | | | | 109,375,695 | | | | — | | | | 109,375,695 | |
Residential Mortgage-Backed Securities | | | — | | | | 31,235,359 | | | | — | | | | 31,235,359 | |
Commercial Mortgage-Backed Securities | | | — | | | | 15,133,935 | | | | — | | | | 15,133,935 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 7,245,515 | | | | — | | | | 7,245,515 | |
Foreign Bonds | | | — | | | | 68,308,630 | | | | — | | | | 68,308,630 | |
Mutual Funds | | | 15,979,526 | | | | — | | | | — | | | | 15,979,526 | |
Total Investments | | | $182,094,009 | | | | $646,705,426 | | | | $— | | | | $828,799,435 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts – Assets | | | $379,319 | | | | $1,505,554 | | | | $— | | | | $1,884,873 | |
Futures Contracts – Liabilities | | | (3,704,920 | ) | | | (3,366,924 | ) | | | — | | | | (7,071,844 | ) |
Forward Foreign Currency Exchange Contracts | | | — | | | | 2,300,244 | | | | — | | | | 2,300,244 | |
28
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $8,386,434 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $5,579,296 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 were purchased options, futures contracts, and forward foreign currency exchange contracts. 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, 2015 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Interest Rate | | Interest Rate Futures | | | $206,541 | | | | $(777,371 | ) |
Foreign Exchange | | Forward Foreign Currency Exchange | | | 7,127,419 | | | | (4,827,175 | ) |
Equity | | Equity Futures | | | 1,678,332 | | | | (6,294,473 | ) |
Equity | | Purchased Equity Options | | | 42,000 | | | | — | |
Total | | | | | $9,054,292 | | | | $(11,899,019 | ) |
(a) | The value of purchased options outstanding is included in total investments, at value, within the fund’s Statement of Assets and Liabilities. The value of futures contracts includes cumulative appreciation (depreciation) as 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, 2015 as reported in the Statement of Operations:
| | | | | | | | | | | | |
Risk | | Futures Contracts | | | Foreign Currency | | | Investments (Purchased Options) | |
Interest Rate | | | $2,281,902 | | | | $— | | | | $— | |
Foreign Exchange | | | — | | | | 21,869,198 | | | | — | |
Equity | | | (9,495,015 | ) | | | — | | | | (1,568,746 | ) |
Total | | | $(7,213,113 | ) | | | $21,869,198 | | | | $(1,568,746 | ) |
29
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | | | | | | | | | | | |
Risk | | Futures Contracts | | | Translation of Assets and Liabilities in Foreign Currencies | | | Investments (Purchased Options) | |
Interest Rate | | | $927,558 | | | | $— | | | | $— | |
Foreign Exchange | | | — | | | | 5,987,599 | | | | — | |
Equity | | | (2,314,933 | ) | | | — | | | | 8,825 | |
Total | | | $(1,387,375 | ) | | | $5,987,599 | | | | $8,825 | |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
The following table presents the fund’s derivative assets and liabilities (by type) on a gross basis as of December 31, 2015:
| | | | | | | | |
Gross Amounts of: | | Derivative Assets | | | Derivative Liabilities | |
Futures Contracts (a) | | | $— | | | | $(464,364 | ) |
Forward Foreign Currency Exchange Contracts | | | 7,127,419 | | | | (4,827,175 | ) |
Purchased Options | | | 42,000 | | | | — | |
Total Gross Amount of Derivative Assets and Liabilities Presented in the Statement of Assets & Liabilities | | | $7,169,419 | | | | $(5,291,539 | ) |
Less: Derivatives Assets and Liabilities Not Subject to a Master Netting Agreement or Similar Arrangement | | | 192,566 | | | | (868,450 | ) |
Total Gross Amount of Derivative Assets and Liabilities Subject to a Master Netting Agreement or Similar Arrangement | | | $6,976,853 | | | | $(4,423,089 | ) |
(a) | The amount presented here represents the fund’s current day net variation margin for futures contracts. This amount, which is recognized within the fund’s Statement of Assets and Liabilities, differs from the fair value of the futures contracts which is presented in the tables that follow the fund’s Portfolio of Investments. |
30
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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, 2015:
| | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | | | $29,463 | | | | $(29,463 | ) | | | $— | | | | $— | | | | $— | |
Citibank N.A. | | | 73,621 | | | | (35,335 | ) | | | — | | | | — | | | | 38,286 | |
Deutsche Bank AG | | | 225,623 | | | | (225,623 | ) | | | — | | | | — | | | | — | |
Goldman Sachs International | | | 2,562,585 | | | | (2,142,895 | ) | | | — | | | | (20,000 | ) | | | 399,690 | |
JPMorgan Chase Bank N.A. | | | 3,631,156 | | | | (1,096,816 | ) | | | (1,438,659 | ) | | | — | | | | 1,095,681 | |
Merrill Lynch International | | | 260,790 | | | | (260,528 | ) | | | — | | | | — | | | | 262 | |
Morgan Stanley Capital Services, Inc. | | | 623 | | | | (623 | ) | | | — | | | | — | | | | — | |
Westpac Banking Corporation | | | 192,992 | | | | (192,992 | ) | | | — | | | | — | | | | — | |
Total | | | $6,976,853 | | | | $(3,984,275 | ) | | | $(1,438,659 | ) | | | $(20,000 | ) | | | $1,533,919 | |
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, 2015:
| | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | | | $(83,824 | ) | | | $29,463 | | | | $— | | | | $— | | | | $(54,361 | ) |
Citibank N.A. | | | (35,335 | ) | | | 35,335 | | | | — | | | | — | | | | — | |
Deutsche Bank AG | | | (233,930 | ) | | | 225,623 | | | | — | | | | — | | | | (8,307 | ) |
Goldman Sachs International | | | (2,142,895 | ) | | | 2,142,895 | | | | — | | | | — | | | | — | |
JPMorgan Chase Bank N.A. | | | (1,096,816 | ) | | | 1,096,816 | | | | — | | | | — | | | | — | |
Merrill Lynch International | | | (260,528 | ) | | | 260,528 | | | | — | | | | — | | | | — | |
Morgan Stanley Capital Services, Inc. | | | (141,146 | ) | | | 623 | | | | — | | | | — | | | | (140,523 | ) |
Westpac Banking Corporation | | | (428,615 | ) | | | 192,992 | | | | — | | | | — | | | | (235,623 | ) |
Total | | | $(4,423,089 | ) | | | $3,984,275 | | | | $— | | | | $— | | | | $(438,814 | ) |
(b) | The amount presented here may be less than the total amount of collateral (received)/pledged as the net amount of derivative assets and liabilities for a counterparty cannot be less than $0. |
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 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.
31
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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 certain 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 foreign currency.
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, an industry accepted settlement system. 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 (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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 included in “Interest” income 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, 2015, there were no securities on loan or collateral outstanding.
Dollar Roll Transactions – The fund enters into dollar roll transactions, with respect to mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, in which the fund sells mortgage-backed securities to financial institutions and simultaneously agrees to purchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase in a dollar roll transaction the fund will not be entitled to receive interest and principal payments on the securities sold but is compensated by interest earned on the proceeds of the initial sale and by a lower purchase price on the securities to be repurchased which enhances the fund’s total return. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions.
32
MFS Global Tactical Allocation Portfolio
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. 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.
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. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and that value may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. 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 purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. TBA securities resulting from these transactions are included in the Portfolio of Investments. TBA purchase (sale) commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.
To mitigate this risk of loss on TBA securities and other types of forward settling mortgage-backed securities, 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 certain 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 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 one 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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.
33
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to net operating losses, amortization and accretion of debt securities, passive foreign investment companies, 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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $46,021,257 | | | | $26,957,872 | |
Long-term capital gains | | | 14,844,806 | | | | 1,303,027 | |
Total distributions | | | $60,866,063 | | | | $28,260,899 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $791,073,706 | |
Gross appreciation | | | 78,512,080 | |
Gross depreciation | | | (40,786,351 | ) |
Net unrealized appreciation (depreciation) | | | $37,725,729 | |
Undistributed long-term capital gain | | | 44,257,806 | |
Other temporary differences | | | (6,366,802 | ) |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $3,735,562 | | | | $2,198,183 | | | | $1,145,311 | | | | $97,259 | |
Service Class | | | 42,286,134 | | | | 24,759,689 | | | | 13,699,056 | | | | 1,205,768 | |
Total | | | $46,021,696 | | | | $26,957,872 | | | | $14,844,367 | | | | $1,303,027 | |
(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:
| | | | |
First $300 million of average daily net assets | | | 0.75% | |
Average daily net assets in excess of $300 million | | | 0.675% | |
The investment adviser has agreed in writing to reduce its management fee to 0.65% of average daily net assets in excess of $2.5 billion. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2017. For the year ended December 31, 2015, the fund’s average daily net assets did not exceed $2.5 billion and therefore, the management fee was not reduced in accordance with this agreement. MFS has also 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, 2015, this management fee reduction amounted to $64,436, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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
34
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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, 2017. For the year ended December 31, 2015, 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, 2015, the fee was $20,913, which equated to 0.0023% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $156.
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, 2015 was equivalent to an annual effective rate of 0.0167% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $2,981 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $102,317,990 | | | | $98,737,241 | |
Investments (non-U.S. Government securities) | | | $390,544,667 | | | | $480,037,449 | |
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 114,930 | | | | $1,816,640 | | | | 547,528 | | | | $8,899,172 | |
Service Class | | | 561,096 | | | | 9,001,816 | | | | 447,234 | | | | 7,203,969 | |
| | | 676,026 | | | | $10,818,456 | | | | 994,762 | | | | $16,103,141 | |
35
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 329,121 | | | | $4,880,873 | | | | 138,280 | | | | $2,295,442 | |
Service Class | | | 3,824,125 | | | | 55,985,190 | | | | 1,583,260 | | | | 25,965,457 | |
| | | 4,153,246 | | | | $60,866,063 | | | | 1,721,540 | | | | $28,260,899 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (871,802 | ) | | | $(13,802,506 | ) | | | (683,904 | ) | | | $(11,262,538 | ) |
Service Class | | | (8,105,528 | ) | | | (129,138,527 | ) | | | (7,995,992 | ) | | | (129,928,450 | ) |
| | | (8,977,330 | ) | | | $(142,941,033 | ) | | | (8,679,896 | ) | | | $(141,190,988 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (427,751 | ) | | | $(7,104,993 | ) | | | 1,904 | | | | $(67,924 | ) |
Service Class | | | (3,720,307 | ) | | | (64,151,521 | ) | | | (5,965,498 | ) | | | (96,759,024 | ) |
| | | (4,148,058 | ) | | | $(71,256,514 | ) | | | (5,963,594 | ) | | | $(96,826,948 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $3,116 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 30,994,218 | | | | 357,454,583 | | | | (372,469,275 | ) | | | 15,979,526 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $49,297 | | | | $15,979,526 | |
36
MFS Global Tactical Allocation 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 Tactical Allocation Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Global Tactical Allocation Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Global Tactical Allocation Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
37
MFS Global Tactical Allocation Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
38
MFS Global Tactical Allocation Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
39
MFS Global Tactical Allocation Portfolio
Trustees and Officers – continued
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 Managers Nevin Chitkara Pablo De La Mata Pilar Gomez-Bravo Steven Gorham Richard Hawkins Benjamin Nastou Robert Persons Jonathan Sage Natalie Shapiro Robert Spector Benjamin Stone Erik Weisman | | |
40
MFS Global Tactical Allocation Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year period ended December 31, 2014 relative to the Lipper 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.
41
MFS Global Tactical Allocation Portfolio
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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, and that MFS has agreed in writing to further reduce its advisory fee rate on the Fund’s average daily net assets over $2.5 billion, which may not be changed without the Trustees’ approval. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
42
MFS Global Tactical Allocation 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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $16,330,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 13.93% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
43
rev. 3/11
| | | | |
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. |
44
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
45
ANNUAL REPORT
December 31, 2015
MFS® GOVERNMENT SECURITIES PORTFOLIO
MFS® Variable Insurance Trust II
GSS-ANN
MFS® GOVERNMENT SECURITIES 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
MFS Government Securities Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Government Securities Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (i)
| | | | |
Fixed income sectors (i) | |
Mortgage-Backed Securities | | | 50.6% | |
U.S. Treasury Securities | | | 29.3% | |
U.S. Government Agencies | | | 8.6% | |
Commercial Mortgage-Backed Securities | | | 3.7% | |
Investment Grade Corporates | | | 1.4% | |
Asset-Backed Securities | | | 0.3% | |
Collateralized Debt Obligations | | | 0.2% | |
Emerging Markets Bonds | | | 0.2% | |
Non-U.S. Government Bonds | | | 0.2% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
AAA | | | 2.3% | |
AA | | | 1.0% | |
A | | | 1.0% | |
BBB | | | 0.8% | |
BB | | | 0.3% | |
B | | | 0.6% | |
U.S. Government | | | 31.3% | |
Federal Agencies | | | 59.2% | |
Not Rated | | | (2.0)% | |
Cash & Cash Equivalents | | | 3.5% | |
Other | | | 2.0% | |
|
Portfolio facts (i) | |
Average Duration (d) | | | 4.8 | |
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. 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, including fixed income futures contracts, which have not been rated by any rating agency. The fund may not hold all of these instruments. 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 an 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. |
Where the fund holds convertible bonds, these 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 currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Government Securities Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Government Securities Portfolio (“fund”) provided a total return of 0.47%, while Service Class shares of the fund provided a total return of 0.26%. These compare with a return of 1.13% over the same period for the fund’s benchmark, the Barclays U.S. Government/Mortgage Bond Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Factors Affecting Performance
Relative to the Barclays U.S. Government/Mortgage Bond Index, the fund’s out-of-benchmark holdings of inflation-linked securities and high yield securities held back relative performance as these issues underperformed the benchmark during the period. Also, the fund’s shorter than the benchmark exposure to the middle and long end of the yield curve (y) hurt relative returns.
The fund’s out-of-benchmark exposure to the banking/finance sector benefited relative returns. Strong bond selection was another area of relative strength.
Respectfully,
Geoffrey Schechter
Portfolio Manager
(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 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.
3
MFS Government Securities Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/12/85 | | 0.47% | | 2.47% | | 4.08% | | |
| | Service Class | | 8/24/01 | | 0.26% | | 2.22% | | 3.83% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | Barclays U.S. Government/Mortgage Bond Index (f) | | 1.13% | | 2.83% | | 4.35% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
Barclays U.S. Government/Mortgage Bond Index – 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.
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.
4
MFS Government Securities Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.59% | | | | $1,000.00 | | | | $1,004.70 | | | | $2.98 | |
| Hypothetical (h) | | | 0.59% | | | | $1,000.00 | | | | $1,022.23 | | | | $3.01 | |
Service Class | | Actual | | | 0.84% | | | | $1,000.00 | | | | $1,004.11 | | | | $4.24 | |
| Hypothetical (h) | | | 0.84% | | | | $1,000.00 | | | | $1,020.97 | | | | $4.28 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
5
MFS Government Securities Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – 96.0% | | | | | | | | |
Aerospace – 0.2% | | | | | | | | |
Lockheed Martin Corp., 2.5%, 11/23/20 | | $ | 1,090,000 | | | $ | 1,086,163 | |
| | | | | | | | |
Agency – Other – 4.6% | | | | | | | | |
Financing Corp., 9.4%, 2/08/18 | | $ | 6,495,000 | | | $ | 7,595,156 | |
Financing Corp., 9.8%, 4/06/18 | | | 7,760,000 | | | | 9,234,710 | |
Financing Corp., 10.35%, 8/03/18 | | | 3,915,000 | | | | 4,805,306 | |
Financing Corp., STRIPS, 0%, 11/30/17 | | | 10,160,000 | | | | 9,931,451 | |
| | | | | | | | |
| | | $ | 31,566,623 | |
| | | | | | | | |
Asset-Backed & Securitized – 3.9% | | | | | |
Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.322%, 12/11/49 | | $ | 1,660,808 | | | $ | 1,688,715 | |
CNH Equipment Trust, 2015-C, “A2B”, FRN, 0.8%, 12/17/18 | | | 1,077,449 | | | | 1,078,184 | |
Commercial Mortgage Pass-Through Certificates, “A4”, 5.306%, 12/10/46 | | | 3,577,932 | | | | 3,641,567 | |
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/48 | | | 1,536,000 | | | | 1,522,087 | |
Credit Suisse Commercial Mortgage Trust, “A4”, FRN, 5.948%, 9/15/39 | | | 1,746,847 | | | | 1,818,059 | |
Credit Suisse Commercial Mortgage Trust, “AM”, FRN, 5.698%, 6/15/39 | | | 1,983,044 | | | | 2,025,577 | |
Credit Suisse Commercial Mortgage Trust, “C4”, FRN, 5.948%, 9/15/39 | | | 1,882,777 | | | | 1,969,104 | |
CSAIL Commercial Mortgage Trust, 2015-C2, “A4”, 3.504%, 6/15/57 | | | 144,366 | | | | 145,655 | |
CWCapital Cobalt Ltd., “A4”, FRN, 5.766%, 5/15/46 | | | 2,767,069 | | | | 2,873,471 | |
Ford Credit Floorplan Master Owner Trust, 2015-4, “A2”, FRN, 0.93%, 8/15/20 | | | 960,000 | | | | 957,688 | |
JPMorgan Chase Commercial Mortgage Securities Corp., “A3”, FRN, 5.937%, 2/15/51 | | | 56,936 | | | | 56,868 | |
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.774%, 6/15/49 | | | 3,985,116 | | | | 4,063,846 | |
Morgan Stanley Capital I Trust, “AM”, FRN, 5.681%, 4/15/49 | | | 2,141,000 | | | | 2,177,009 | |
Wells Fargo Commercial Mortgage Trust, 2015-C28, “A4”, 3.54%, 5/15/48 | | | 1,937,516 | | | | 1,946,090 | |
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, “A5”, 3.148%, 5/15/48 | | | 918,829 | | | | 897,790 | |
| | | | | | | | |
| | | $ | 26,861,710 | |
| | | | | | | | |
Automotive – 0.3% | | | | | | | | |
Ford Motor Credit Co. LLC, 2.551%, 10/05/18 | | $ | 1,014,000 | | | $ | 1,006,779 | |
Hyundai Capital America, 2.4%, 10/30/18 (n) | | | 222,000 | | | | 221,331 | |
Hyundai Capital America, 2%, 3/19/18 (n) | | | 1,115,000 | | | | 1,101,816 | |
| | | | | | | | |
| | | $ | 2,329,926 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Collateralized Bond Obligations – 0.2% | | | | | |
Dryden XXIII Senior Loan Fund, 2012-23A, “A1R”, FRN, 1.538%, 7/17/23 (z) | | $ | 1,417,000 | | | $ | 1,406,786 | |
| | | | | | | | |
Computer Software – 0.1% | | | | | |
Microsoft Corp., 3.125%, 11/03/25 | | $ | 541,000 | | | $ | 544,143 | |
| | | | | | | | |
Food & Beverages – 0.0% | | | | | |
Mead Johnson Nutrition Co., 3%, 11/15/20 | | $ | 6,000 | | | $ | 6,001 | |
| | | | | | | | |
Local Authorities – 0.7% | | | | | |
Nashville & Davidson County, TN, Metropolitan Government Convention Center Authority (Build America Bonds), 6.731%, 7/01/43 | | $ | 2,225,000 | | | $ | 2,826,017 | |
University of California Limited Project Rev., “J”, 4.131%, 5/15/45 | | | 365,000 | | | | 358,178 | |
University of California Rev. (Build America Bonds), 5.77%, 5/15/43 | | | 1,345,000 | | | | 1,640,685 | |
| | | | | | | | |
| | | $ | 4,824,880 | |
| | | | | | | | |
Mortgage-Backed – 50.4% | | | | | |
Fannie Mae, 3%, 10/01/30 | | $ | 4,611,036 | | | $ | 4,753,611 | |
Fannie Mae, 4%, 9/01/40 – 7/01/43 | | | 6,733,127 | | | | 7,137,102 | |
Fannie Mae, 5.198%, 2/01/16 | | | 146,247 | | | | 146,177 | |
Fannie Mae, 5.441%, 2/01/16 | | | 110,002 | | | | 109,843 | |
Fannie Mae, 5.735%, 7/01/16 | | | 1,133,197 | | | | 1,136,163 | |
Fannie Mae, 6.5%, 11/01/16 – 10/01/37 | | | 1,406,208 | | | | 1,627,811 | |
Fannie Mae, 5.6%, 1/01/17 – 1/01/19 | | | 480,643 | | | | 523,855 | |
Fannie Mae, 6%, 4/01/17 – 7/01/37 | | | 2,033,377 | | | | 2,292,836 | |
Fannie Mae, 5.5%, 8/01/17 – 3/01/38 | | | 15,750,793 | | | | 17,611,603 | |
Fannie Mae, 5.384%, 1/01/18 | | | 416,817 | | | | 429,555 | |
Fannie Mae, 3.8%, 2/01/18 | | | 612,247 | | | | 636,017 | |
Fannie Mae, 5%, 2/01/18 – 3/01/41 | | | 11,367,836 | | | | 12,508,831 | |
Fannie Mae, 4%, 3/01/18 – 2/01/45 | | | 35,058,810 | | | | 37,136,172 | |
Fannie Mae, 4.19%, 3/01/18 | | | 374,814 | | | | 391,782 | |
Fannie Mae, 3.99%, 4/01/18 | | | 600,000 | | | | 627,924 | |
Fannie Mae, 3.743%, 6/01/18 | | | 607,888 | | | | 630,447 | |
Fannie Mae, 5.68%, 6/01/18 | | | 476,054 | | | | 511,672 | |
Fannie Mae, 5.1%, 3/01/19 | | | 181,587 | | | | 198,288 | |
Fannie Mae, 4.5%, 6/01/19 – 4/01/44 | | | 26,223,343 | | | | 28,334,895 | |
Fannie Mae, 4.838%, 8/01/19 | | | 1,689,535 | | | | 1,847,030 | |
Fannie Mae, 5.05%, 8/01/19 | | | 306,889 | | | | 337,369 | |
Fannie Mae, 4.67%, 9/01/19 | | | 516,995 | | | | 562,902 | |
Fannie Mae, 4.83%, 9/01/19 | | | 365,087 | | | | 399,183 | |
Fannie Mae, 1.99%, 10/01/19 | | | 977,973 | | | | 987,594 | |
Fannie Mae, 1.97%, 11/01/19 | | | 377,327 | | | | 376,476 | |
Fannie Mae, 4.88%, 3/01/20 | | | 293,919 | | | | 313,819 | |
Fannie Mae, 4.14%, 8/01/20 | | | 438,264 | | | | 471,755 | |
Fannie Mae, 2.56%, 10/01/21 | | | 240,112 | | | | 239,664 | |
Fannie Mae, 2.67%, 3/01/22 | | | 466,814 | | | | 471,249 | |
Fannie Mae, 2.73%, 4/01/23 | | | 524,723 | | | | 529,284 | |
Fannie Mae, 2.41%, 5/01/23 | | | 662,127 | | | | 655,438 | |
Fannie Mae, 2.55%, 5/01/23 | | | 570,625 | | | | 569,817 | |
Fannie Mae, 2.59%, 5/01/23 | | | 362,663 | | | | 362,982 | |
Fannie Mae, 4.5%, 5/01/25 | | | 208,725 | | | | 224,972 | |
6
MFS Government Securities Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | �� | | | | | | | |
Mortgage-Backed – continued | | | | | | | | |
Fannie Mae, 3%, 3/01/27 – 12/01/30 | | $ | 8,106,347 | | | $ | 8,374,072 | |
Fannie Mae, 2.5%, 5/01/28 – 5/01/30 | | | 2,151,674 | | | | 2,177,100 | |
Fannie Mae, 3.5%, 1/01/42 – 3/01/45 | | | 2,621,839 | | | | 2,710,723 | |
Fannie Mae, 3.5%, 4/01/43 | | | 1,205,033 | | | | 1,244,550 | |
Federal Home Loan Bank, 3.01%, 7/25/25 | | | 904,000 | | | | 901,075 | |
Freddie Mac, 4%, 4/01/44 – 9/01/44 | | | 7,506,253 | | | | 7,933,891 | |
Freddie Mac, 3.154%, 2/25/18 | | | 2,042,854 | | | | 2,105,268 | |
Freddie Mac, 5%, 9/01/18 – 6/01/40 | | | 2,335,512 | | | | 2,553,694 | |
Freddie Mac, 2.22%, 12/25/18 | | | 1,500,000 | | | | 1,512,835 | |
Freddie Mac, 2.086%, 3/25/19 | | | 1,800,000 | | | | 1,811,910 | |
Freddie Mac, 1.883%, 5/25/19 | | | 3,750,000 | | | | 3,749,165 | |
Freddie Mac, 6%, 8/01/19 – 10/01/38 | | | 5,111,985 | | | | 5,784,444 | |
Freddie Mac, 2.456%, 8/25/19 | | | 1,862,000 | | | | 1,891,989 | |
Freddie Mac, 4.186%, 8/25/19 | | | 814,000 | | | | 873,756 | |
Freddie Mac, 1.869%, 11/25/19 | | | 3,000,000 | | | | 2,983,981 | |
Freddie Mac, 4.251%, 1/25/20 | | | 1,449,000 | | | | 1,560,762 | |
Freddie Mac, 2.313%, 3/25/20 | | | 3,022,000 | | | | 3,043,230 | |
Freddie Mac, 4.224%, 3/25/20 | | | 1,911,350 | | | | 2,063,870 | |
Freddie Mac, 3.808%, 8/25/20 | | | 999,000 | | | | 1,069,663 | |
Freddie Mac, 3.034%, 10/25/20 | | | 1,327,000 | | | | 1,369,436 | |
Freddie Mac, 2.791%, 1/25/22 | | | 1,400,000 | | | | 1,419,469 | |
Freddie Mac, 5.5%, 5/01/22 – 6/01/41 | | | 4,093,616 | | | | 4,540,673 | |
Freddie Mac, 2.716%, 6/25/22 | | | 1,616,064 | | | | 1,625,843 | |
Freddie Mac, 2.682%, 10/25/22 | | | 1,500,000 | | | | 1,504,974 | |
Freddie Mac, 4.5%, 11/01/22 – 8/01/40 | | | 2,681,914 | | | | 2,883,184 | |
Freddie Mac, 2.51%, 11/25/22 | | | 2,326,000 | | | | 2,308,269 | |
Freddie Mac, 3.32%, 2/25/23 | | | 1,993,000 | | | | 2,072,875 | |
Freddie Mac, 3.25%, 4/25/23 | | | 3,500,000 | | | | 3,619,937 | |
Freddie Mac, 3.3%, 4/25/23 | | | 1,997,044 | | | | 2,070,330 | |
Freddie Mac, 3.06%, 7/25/23 | | | 886,000 | | | | 903,585 | |
Freddie Mac, 3.458%, 8/25/23 | | | 1,852,000 | | | | 1,935,261 | |
Freddie Mac, 2.67%, 12/25/24 | | | 3,924,000 | | | | 3,830,931 | |
Freddie Mac, 2.811%, 1/25/25 | | | 3,025,000 | | | | 2,978,426 | |
Freddie Mac, 3.329%, 5/25/25 | | | 3,082,000 | | | | 3,156,443 | |
Freddie Mac, 4%, 7/01/25 – 11/01/43 | | | 3,100,608 | | | | 3,276,780 | |
Freddie Mac, 2.5%, 2/01/28 – 7/01/28 | | | 14,684,508 | | | | 14,927,618 | |
Freddie Mac, 3%, 11/01/30 – 5/01/43 | | | 19,128,406 | | | | 19,393,299 | |
Freddie Mac, 6.5%, 8/01/32 – 5/01/37 | | | 908,813 | | | | 1,046,231 | |
Freddie Mac, 3.5%, 12/01/41 – 9/01/45 | | | 30,076,662 | | | | 30,992,456 | |
Freddie Mac, TBA, 3.5%, 1/14/46 | | | 2,729,000 | | | | 2,808,310 | |
Freddie Mac, TBA, 4%, 1/14/46 | | | 2,614,000 | | | | 2,760,718 | |
Ginnie Mae, 5.5%, 7/15/33 – 1/20/42 | | | 3,028,326 | | | | 3,423,354 | |
Ginnie Mae, 4.5%, 8/15/39 – 9/20/41 | | | 7,555,617 | | | | 8,246,565 | |
Ginnie Mae, 4%, 10/15/39 – 4/20/41 | | | 1,608,444 | | | | 1,715,561 | |
Ginnie Mae, 3.5%, 12/15/41 – 6/20/43 | | | 12,670,450 | | | | 13,237,955 | |
Ginnie Mae, 3%, 7/20/43 | | | 3,980,216 | | | | 4,048,400 | |
Ginnie Mae, 5.612%, 4/20/58 | | | 314,104 | | | | 317,113 | |
Ginnie Mae, 6.357%, 4/20/58 | | | 183,162 | | | | 190,765 | |
Ginnie Mae, TBA, 3.5%, 1/01/46 | | | 20,421,000 | | | | 21,281,022 | |
| | | | | | | | |
| | | | | | $ | 343,325,879 | |
| | | | | | | | |
Restaurants – 0.1% | | | | | | | | |
McDonald’s Corp., 2.75%, 12/09/20 | | $ | 604,000 | | | $ | 603,702 | |
| | | | | | | | |
Supranational – 0.2% | | | | | | | | |
Inter-American Development Bank, 4.375%, 1/24/44 | | $ | 1,093,000 | | | $ | 1,281,412 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
U.S. Government Agencies and Equivalents – 3.9% | |
AID-Tunisia, 2.452%, 7/24/21 | | $ | 1,444,000 | | | $ | 1,444,882 | |
AID-Ukraine, 1.844%, 5/16/19 | | | 2,527,000 | | | | 2,520,377 | |
AID-Ukraine, 1.847%, 5/29/20 | | | 1,135,000 | | | | 1,130,328 | |
Hashemite Kingdom of Jordan, 1.945%, 6/23/19 | | | 2,205,000 | | | | 2,216,722 | |
Hashemite Kingdom of Jordan, 2.503%, 10/30/20 | | | 2,742,000 | | | | 2,811,463 | |
Private Export Funding Corp., 2.25%, 3/15/20 | | | 594,000 | | | | 598,466 | |
Private Export Funding Corp., 2.3%, 9/15/20 | | | 770,000 | | | | 774,969 | |
Private Export Funding Corp., 1.875%, 7/15/18 | | | 2,300,000 | | | | 2,319,716 | |
Small Business Administration, 6.35%, 4/01/21 | | | 176,137 | | | | 191,507 | |
Small Business Administration, 6.34%, 5/01/21 | | | 162,215 | | | | 176,074 | |
Small Business Administration, 6.44%, 6/01/21 | | | 244,924 | | | | 264,978 | |
Small Business Administration, 6.625%, 7/01/21 | | | 290,880 | | | | 315,931 | |
Small Business Administration, 6.07%, 3/01/22 | | | 209,648 | | | | 226,114 | |
Small Business Administration, 4.98%, 11/01/23 | | | 299,426 | | | | 325,007 | |
Small Business Administration, 4.77%, 4/01/24 | | | 618,996 | | | | 657,521 | |
Small Business Administration, 5.52%, 6/01/24 | | | 307,077 | | | | 334,817 | |
Small Business Administration, 4.99%, 9/01/24 | | | 48,232 | | | | 51,842 | |
Small Business Administration, 5.11%, 4/01/25 | | | 503,327 | | | | 544,586 | |
Small Business Administration, 2.21%, 2/01/33 | | | 1,227,102 | | | | 1,208,178 | |
Small Business Administration, 2.22%, 3/01/33 | | | 2,212,503 | | | | 2,183,206 | |
Small Business Administration, 3.15%, 7/01/33 | | | 1,997,015 | | | | 2,056,786 | |
Small Business Administration, 3.16%, 8/01/33 | | | 1,090,634 | | | | 1,123,777 | |
Small Business Administration, 3.62%, 9/01/33 | | | 717,180 | | | | 762,353 | |
Tennessee Valley Authority, 1.75%, 10/15/18 | | | 1,889,000 | | | | 1,908,328 | |
U.S. Department of Housing & Urban Development, 6.36%, 8/01/16 | | | 161,000 | | | | 161,220 | |
U.S. Department of Housing & Urban Development, 6.59%, 8/01/16 | | | 157,000 | | | | 157,738 | |
| | | | | | | | |
| | | | | | $ | 26,466,886 | |
| | | | | | | | |
U.S. Treasury Obligations – 31.2% | | | | | |
U.S. Treasury Bonds, 9.25%, 2/15/16 | | $ | 19,000 | | | $ | 19,192 | |
U.S. Treasury Bonds, 7.5%, 11/15/16 | | | 218,000 | | | | 230,603 | |
U.S. Treasury Bonds, 7.875%, 2/15/21 | | | 177,000 | | | | 229,316 | |
U.S. Treasury Bonds, 6.25%, 8/15/23 | | | 2,891,000 | | | | 3,732,327 | |
7
MFS Government Securities Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
U.S. Treasury Obligations – continued | | | | | |
U.S. Treasury Bonds, 6%, 2/15/26 | | $ | 2,699,000 | | | $ | 3,604,358 | |
U.S. Treasury Bonds, 6.75%, 8/15/26 | | | 1,862,000 | | | | 2,639,199 | |
U.S. Treasury Bonds, 6.375%, 8/15/27 | | | 326,000 | | | | 458,037 | |
U.S. Treasury Bonds, 5.25%, 2/15/29 | | | 284,000 | | | | 372,106 | |
U.S. Treasury Bonds, 5%, 5/15/37 | | | 488,000 | | | | 667,762 | |
U.S. Treasury Bonds, 4.375%, 2/15/38 | | | 527,000 | | | | 663,933 | |
U.S. Treasury Bonds, 4.5%, 8/15/39 (f) | | | 23,293,500 | | | | 29,757,423 | |
U.S. Treasury Bonds, 3.125%, 2/15/43 | | | 8,176,700 | | | | 8,363,407 | |
U.S. Treasury Bonds, 2.875%, 5/15/43 | | | 15,217,900 | | | | 14,806,743 | |
U.S. Treasury Bonds, 2.5%, 2/15/45 | | | 424,000 | | | | 379,647 | |
U.S. Treasury Bonds, TIPS, 0.125%, 7/15/24 | | | 17,109,773 | | | | 16,222,957 | |
U.S. Treasury Notes, 2.625%, 4/30/16 | | | 201,000 | | | | 202,462 | |
U.S. Treasury Notes, 0.875%, 12/31/16 | | | 21,368,000 | | | | 21,381,996 | |
U.S. Treasury Notes, 2.625%, 4/30/18 | | | 3,749,000 | | | | 3,876,177 | |
U.S. Treasury Notes, 2.75%, 2/15/19 | | | 13,302,400 | | | | 13,864,959 | |
U.S. Treasury Notes, 3.125%, 5/15/19 | | | 4,427,000 | | | | 4,671,857 | |
U.S. Treasury Notes, 1%, 6/30/19 | | | 27,685,000 | | | | 27,230,966 | |
U.S. Treasury Notes, 2.625%, 8/15/20 | | | 8,002,000 | | | | 8,315,206 | |
U.S. Treasury Notes, 2%, 11/30/20 | | | 4,541,000 | | | | 4,588,335 | |
U.S. Treasury Notes, 3.125%, 5/15/21 | | | 1,901,000 | | | | 2,022,493 | |
U.S. Treasury Notes, 1.75%, 5/15/22 | | | 23,412,000 | | | | 23,031,204 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
U.S. Treasury Obligations – continued | | | | | |
U.S. Treasury Notes, 2.5%, 8/15/23 | | $ | 14,270,000 | | | $ | 14,640,321 | |
U.S. Treasury Notes, 2.5%, 5/15/24 | | | 5,593,000 | | | | 5,714,765 | |
U.S. Treasury Notes, 2%, 8/15/25 | | | 438,000 | | | | 427,043 | |
| | | | | | | | |
| | | | | | $ | 212,114,794 | |
| | | | | | | | |
Utilities – Electric Power – 0.2% | | | | | | | | |
NextEra Energy Capital Holdings, Inc., 2.056%, 9/01/17 | | $ | 1,139,000 | | | $ | 1,140,038 | |
| | | | | | | | |
Total Bonds (Identified Cost, $637,006,957) | | | | | | $ | 653,558,943 | |
| | | | | | | | |
| |
MONEY MARKET FUNDS – 7.7% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 52,758,836 | | | $ | 52,758,836 | |
| | | | | | | | |
Total Investments (Identified Cost, $689,765,793) | | | | | | $ | 706,317,779 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (3.7)% | | | | | | | (25,334,686 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 680,983,093 | |
| | | | | | | | |
(f) | | All or a portion of the security has been segregated as collateral for open futures contracts. |
(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 $1,323,147, representing 0.2% of net assets. |
(v) | | Underlying affiliated fund 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 | |
Dryden XXIII Senior Loan Fund, 2012- 23A, “A1R”, FRN, 1.538%, 7/17/23 | | 12/16/15 | | | $1,410,823 | | | | $1,406,786 | |
% of Net assets | | | | 0.2% | |
The following abbreviations are used in this report and are defined:
FRN | | Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end. |
STRIPS | | Separate Trading of Registered Interest and Principal of Securities |
TIPS | | Treasury Inflation Protected Security |
8
MFS Government Securities Portfolio
Portfolio of Investments – continued
Derivative Contracts at 12/31/15
Futures Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Contracts | | | Value | | Expiration Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | |
U.S. Treasury Note 10 yr (Short) | | | USD | | | | 68 | | | $8,561,625 | | | March - 2016 | | | | $34,724 | |
| | | | | | | | | | | | | | | | | | |
| | | | | |
Liability Derivatives | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | |
U.S. Treasury Bond 30 yr (Short) | | | USD | | | | 33 | | | $5,073,750 | | | March - 2016 | | | | $(2,836 | ) |
| | | | | | | | | | | | | | | | | | |
At December 31, 2015, the fund had liquid securities with an aggregate value of $229,950 to cover any commitments for certain derivative contracts.
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $637,006,957) | | | $653,558,943 | | | | | |
Underlying affiliated funds, at cost and value | | | 52,758,836 | | | | | |
Total investments, at value (identified cost, $689,765,793) | | | $706,317,779 | | | | | |
Cash | | | 5,488 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 1,355,482 | | | | | |
Fund shares sold | | | 1,975 | | | | | |
Interest | | | 3,291,949 | | | | | |
Other assets | | | 5,512 | | | | | |
Total assets | | | | | | | $710,978,185 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Daily variation margin on open futures contracts | | | $32,469 | | | | | |
Investments purchased | | | 1,869,558 | | | | | |
TBA purchase commitments | | | 26,899,957 | | | | | |
Fund shares reacquired | | | 1,069,225 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 20,773 | | | | | |
Shareholder servicing costs | | | 45 | | | | | |
Distribution and/or service fees | | | 3,521 | | | | | |
Payable for independent Trustees’ compensation | | | 70 | | | | | |
Accrued expenses and other liabilities | | | 99,474 | | | | | |
Total liabilities | | | | | | | $29,995,092 | |
Net assets | | | | | | | $680,983,093 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $670,106,087 | | | | | |
Unrealized appreciation (depreciation) on investments | | | 16,583,874 | | | | | |
Accumulated net realized gain (loss) on investments | | | (22,649,070 | ) | | | | |
Undistributed net investment income | | | 16,942,202 | | | | | |
Net assets | | | | | | | $680,983,093 | |
Shares of beneficial interest outstanding | | | | | | | 53,653,580 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $424,024,994 | | | | 33,323,569 | | | | $12.72 | |
Service Class | | | 256,958,099 | | | | 20,330,011 | | | | 12.64 | |
See Notes to Financial Statements
10
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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Interest | | | $19,839,845 | | | | | |
Dividends from underlying affiliated funds | | | 91,976 | | | | | |
Total investment income | | | | | | | $19,931,821 | |
Expenses | | | | | | | | |
Management fee | | | $4,081,348 | | | | | |
Distribution and/or service fees | | | 707,681 | | | | | |
Shareholder servicing costs | | | 10,455 | | | | | |
Administrative services fee | | | 125,707 | | | | | |
Independent Trustees’ compensation | | | 16,659 | | | | | |
Custodian fee | | | 79,648 | | | | | |
Shareholder communications | | | 42,096 | | | | | |
Audit and tax fees | | | 58,480 | | | | | |
Legal fees | | | 6,299 | | | | | |
Miscellaneous | | | 33,800 | | | | | |
Total expenses | | | | | | | $5,162,173 | |
Fees paid indirectly | | | (174 | ) | | | | |
Reduction of expenses by investment adviser | | | (51,509 | ) | | | | |
Net expenses | | | | | | | $5,110,490 | |
Net investment income | | | | | | | $14,821,331 | |
Realized and unrealized gain (loss) on investments | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $1,103,608 | | | | | |
Futures contracts | | | (394,998 | ) | | | | |
Net realized gain (loss) on investments | | | | | | | $708,610 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(12,224,258 | ) | | | | |
Futures contracts | | | 31,888 | | | | | |
Net unrealized gain (loss) on investments | | | | | | | $(12,192,370 | ) |
Net realized and unrealized gain (loss) on investments | | | | | | | $(11,483,760 | ) |
Change in net assets from operations | | | | | | | $3,337,571 | |
See Notes to Financial Statements
11
MFS Government Securities 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $14,821,331 | | | | $16,159,449 | |
Net realized gain (loss) on investments | | | 708,610 | | | | 1,440,077 | |
Net unrealized gain (loss) on investments | | | (12,192,370 | ) | | | 21,797,290 | |
Change in net assets from operations | | | $3,337,571 | | | | $39,396,816 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(19,475,459 | ) | | | $(19,458,580 | ) |
Change in net assets from fund share transactions | | | $(86,971,604 | ) | | | $(94,580,714 | ) |
Total change in net assets | | | $(103,109,492 | ) | | | $(74,642,478 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 784,092,585 | | | | 858,735,063 | |
At end of period (including undistributed net investment income of $16,942,202 and $19,454,750, respectively) | | | $680,983,093 | | | | $784,092,585 | |
See Notes to Financial Statements
12
MFS Government Securities 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $13.02 | | | | $12.73 | | | | $13.49 | | | | $13.72 | | | | $13.27 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.27 | | | | $0.26 | | | | $0.25 | | | | $0.32 | | | | $0.39 | |
Net realized and unrealized gain (loss) on investments | | | (0.21 | ) | | | 0.35 | | | | (0.60 | ) | �� | | 0.03 | (g) | | | 0.58 | |
Total from investment operations | | | $0.06 | | | | $0.61 | | | | $(0.35 | ) | | | $0.35 | | | | $0.97 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.36 | ) | | | $(0.32 | ) | | | $(0.30 | ) | | | $(0.45 | ) | | | $(0.52 | ) |
From net realized gain on investments | | | — | | | | — | | | | (0.11 | ) | | | (0.13 | ) | | | (0.00 | )(w) |
Total distributions declared to shareholders | | | $(0.36 | ) | | | $(0.32 | ) | | | $(0.41 | ) | | | $(0.58 | ) | | | $(0.52 | ) |
Net asset value, end of period (x) | | | $12.72 | | | | $13.02 | | | | $12.73 | | | | $13.49 | | | | $13.72 | |
Total return (%) (k)(r)(s)(x) | | | 0.47 | | | | 4.86 | | | | (2.59 | ) | | | 2.53 | | | | 7.40 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.60 | | | | 0.60 | | | | 0.60 | | | | 0.60 | | | | 0.63 | |
Expenses after expense reductions (f) | | | 0.59 | | | | 0.59 | | | | 0.59 | | | | 0.60 | | | | N/A | |
Net investment income | | | 2.09 | | | | 2.04 | | | | 1.89 | | | | 2.33 | | | | 2.88 | |
Portfolio turnover | | | 81 | | | | 61 | | | | 130 | | | | 78 | | | | 29 | |
Net assets at end of period (000 omitted) | | | $424,025 | | | | $484,573 | | | | $510,317 | | | | $537,397 | | | | $264,328 | |
See Notes to Financial Statements
13
MFS Government Securities Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $12.93 | | | | $12.63 | | | | $13.39 | | | | $13.62 | | | | $13.18 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.24 | | | | $0.23 | | | | $0.21 | | | | $0.29 | | | | $0.35 | |
Net realized and unrealized gain (loss) on investments | | | (0.21 | ) | | | 0.36 | | | | (0.60 | ) | | | 0.02 | (g) | | | 0.57 | |
Total from investment operations | | | $0.03 | | | | $0.59 | | | | $(0.39 | ) | | | $0.31 | | | | $0.92 | |
Less distributions declared to shareholders | | | | | | | | | | | �� | | | | | | | | | |
From net investment income | | | $(0.32 | ) | | | $(0.29 | ) | | | $(0.26 | ) | | | $(0.41 | ) | | | $(0.48 | ) |
From net realized gain on investments | | | — | | | | — | | | | (0.11 | ) | | | (0.13 | ) | | | (0.00 | )(w) |
Total distributions declared to shareholders | | | $(0.32 | ) | | | $(0.29 | ) | | | $(0.37 | ) | | | $(0.54 | ) | | | $(0.48 | ) |
Net asset value, end of period (x) | | | $12.64 | | | | $12.93 | | | | $12.63 | | | | $13.39 | | | | $13.62 | |
Total return (%) (k)(r)(s)(x) | | | 0.26 | | | | 4.67 | | | | (2.90 | ) | | | 2.27 | | | | 7.11 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.85 | | | | 0.85 | | | | 0.85 | | | | 0.85 | | | | 0.88 | |
Expenses after expense reductions (f) | | | 0.84 | | | | 0.84 | | | | 0.84 | | | | 0.85 | | | | N/A | |
Net investment income | | | 1.84 | | | | 1.79 | | | | 1.63 | | | | 2.16 | | | | 2.64 | |
Portfolio turnover | | | 81 | | | | 61 | | | | 130 | | | | 78 | | | | 29 | |
Net assets at end of period (000 omitted) | | | $256,958 | | | | $299,520 | | | | $348,419 | | | | $404,321 | | | | $420,164 | |
(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. |
(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 |
See Notes to Financial Statements
14
MFS Government Securities Portfolio
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 January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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
15
MFS Government Securities Portfolio
Notes to Financial Statements – continued
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 not reflected in total investments, such as futures contracts. The following is a summary of the levels used as of December 31, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | $— | | | | $270,148,303 | | | | $— | | | | $270,148,303 | |
Non-U.S. Sovereign Debt | | | — | | | | 1,281,412 | | | | — | | | | 1,281,412 | |
U.S. Corporate Bonds | | | — | | | | 9,211,707 | | | | — | | | | 9,211,707 | |
Residential Mortgage-Backed Securities | | | — | | | | 343,325,879 | | | | — | | | | 343,325,879 | |
Commercial Mortgage-Backed Securities | | | — | | | | 24,825,838 | | | | — | | | | 24,825,838 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 3,442,657 | | | | — | | | | 3,442,657 | |
Foreign Bonds | | | — | | | | 1,323,147 | | | | — | | | | 1,323,147 | |
Mutual Funds | | | 52,758,836 | | | | — | | | | — | | | | 52,758,836 | |
Total Investments | | | $52,758,836 | | | | $653,558,943 | | | | $— | | | | $706,317,779 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts | | | $31,888 | | | | $— | | | | $— | | | | $31,888 | |
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 for different purposes, 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 were futures contracts. 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, 2015 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Interest Rate | | Interest Rate Futures | | | $34,724 | | | | $(2,836 | ) |
(a) | The value of futures contracts outstanding includes cumulative appreciation (depreciation) as 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, 2015 as reported in the Statement of Operations:
| | | | |
Risk | | Futures Contracts | |
Interest Rate | | | $(394,998 | ) |
16
MFS Government Securities Portfolio
Notes to Financial Statements – continued
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | | | |
Risk | | Futures Contracts | |
Interest Rate | | | $31,888 | |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
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.
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 certain 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.
Dollar Roll Transactions – The fund enters into dollar roll transactions, with respect to mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, in which the fund sells mortgage-backed securities to financial institutions and simultaneously agrees to purchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase in a dollar roll transaction the fund will not be entitled to receive interest and principal payments on the securities sold but is compensated by interest earned on the proceeds of the initial sale and by a lower purchase price on the securities to be repurchased which enhances the fund’s total return. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions.
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. 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.
17
MFS Government Securities Portfolio
Notes to Financial Statements – continued
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. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and that value may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. 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 purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. At the time a fund enters into a commitment to purchase or sell a security, the transaction is recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. TBA securities resulting from these transactions are included in the Portfolio of Investments. TBA purchase commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.
To mitigate this risk of loss on TBA securities and other types of forward settling mortgage-backed securities, 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 certain 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 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 one 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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.
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
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 two last fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $19,475,459 | | | | $19,458,580 | |
18
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 12/31/15 | | | | |
Cost of investments | | | $699,126,748 | |
Gross appreciation | | | 16,761,504 | |
Gross depreciation | | | (9,570,473 | ) |
Net unrealized appreciation (depreciation) | | | $7,191,031 | |
Undistributed ordinary income | | | 16,945,263 | |
Capital loss carryforwards | | | (13,187,990 | ) |
Other temporary differences | | | (71,298 | ) |
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such losses are characterized as follows:
| | | | |
Short-Term | | | $(2,893,776 | ) |
Long-Term | | | (10,294,214 | ) |
Total | | | $(13,187,990 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), the above net capital losses may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses.
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:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $12,503,845 | | | | $12,311,698 | |
Service Class | | | 6,971,614 | | | | 7,146,882 | |
Total | | | $19,475,459 | | | | $19,458,580 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.55% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $51,509, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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 0.61% of average daily net assets for the Initial Class shares and 0.86% 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, 2017. For the year ended December 31, 2015, 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
19
MFS Government Securities Portfolio
Notes to Financial Statements – continued
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, 2015, the fee was $10,178, which equated to 0.0014% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $277.
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, 2015 was equivalent to an annual effective rate of 0.0169% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $2,403 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $545,233,281 | | | | $685,981,974 | |
Investments (non-U.S. Government securities) | | | $22,115,572 | | | | $19,444,962 | |
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 680,256 | | | | $8,816,297 | | | | 1,121,600 | | | | $14,542,803 | |
Service Class | | | 1,436,688 | | | | 18,475,471 | | | | 1,250,442 | | | | 16,137,786 | |
| | | 2,116,944 | | | | $27,291,768 | | | | 2,372,042 | | | | $30,680,589 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 979,925 | | | | $12,503,845 | | | | 957,364 | | | | $12,311,698 | |
Service Class | | | 549,812 | | | | 6,971,614 | | | | 558,787 | | | | 7,146,882 | |
| | | 1,529,737 | | | | $19,475,459 | | | | 1,516,151 | | | | $19,458,580 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (5,545,471 | ) | | | $(71,845,670 | ) | | | (4,972,533 | ) | | | $(64,521,879 | ) |
Service Class | | | (4,816,861 | ) | | | (61,893,161 | ) | | | (6,227,538 | ) | | | (80,198,004 | ) |
| | | (10,362,332 | ) | | | $(133,738,831 | ) | | | (11,200,071 | ) | | | $(144,719,883 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (3,885,290 | ) | | | $(50,525,528 | ) | | | (2,893,569 | ) | | | $(37,667,378 | ) |
Service Class | | | (2,830,361 | ) | | | (36,446,076 | ) | | | (4,418,309 | ) | | | (56,913,336 | ) |
| | | (6,715,651 | ) | | | $(86,971,604 | ) | | | (7,311,878 | ) | | | $(94,580,714 | ) |
20
MFS Government Securities Portfolio
Notes to Financial Statements – continued
The fund is one of several mutual funds in which certain of the MFS funds-of-funds may invest. The MFS funds-of-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 27%, and 10%, respectively, of the value of outstanding voting shares of the fund.
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $2,485 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 39,506,081 | | | | 259,821,218 | | | | (246,568,463 | ) | | | 52,758,836 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $91,976 | | | | $52,758,836 | |
21
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Government Securities Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Government Securities Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
22
MFS Government Securities Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
23
MFS Government Securities Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
24
MFS Government Securities Portfolio
Trustees and Officers – continued
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 Geoffrey Schechter | | |
25
MFS Government Securities Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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.
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
26
MFS Government Securities Portfolio
Board Review of Investment Advisory Agreement – continued
total expense ratios of peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
27
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
28
rev. 3/11
| | | | |
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. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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
ANNUAL REPORT
December 31, 2015
MFS® HIGH YIELD PORTFOLIO
MFS® Variable Insurance Trust II
HYS-ANN
MFS® HIGH YIELD 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
MFS High Yield Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS High Yield Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (i)
| | | | |
Top five industries (i) | | | | |
Cable TV | | | 6.5% | |
Medical & Health Technology & Services | | | 6.3% | |
Midstream | | | 5.3% | |
Telecommunications-Wireless | | | 5.1% | |
Energy-Independent | | | 4.1% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
BBB | | | 2.5% | |
BB | | | 38.9% | |
B | | | 43.7% | |
CCC | | | 12.7% | |
CC (o) | | | 0.0% | |
C | | | 0.1% | |
D | | | 0.2% | |
Not Rated | | | (1.4)% | |
Non-Fixed Income | | | 0.4% | |
Cash & Cash Equivalents | | | 1.5% | |
Other | | | 1.4% | |
|
Portfolio facts (i) | |
Average Duration (d) | | | 4.4 | |
Average Effective Maturity (m) | | | 6.3 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. 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, including fixed income futures contracts, which 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 not hold all of these instruments. 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 an 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. |
Where the fund holds convertible bonds, these 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 currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS High Yield Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS High Yield Portfolio (“fund”) provided a total return of –4.22%, while Service Class shares of the fund provided a total return of –4.42%. These compare with a return of –4.43% over the same period for the fund’s benchmark, the Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
Relative to the Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, the fund’s lesser exposure to “CCC” rated (r) securities benefited relative results as lower-quality issues underperformed higher-quality issues during the reporting period. Strong bond selection further supported relative performance. Top individual contributors during the reporting period included the fund’s debt holdings of oil and gas production company Rosetta Resources (h), building materials supplier Roofing Supply Group (h), telecommunications provider T-Mobile USA and financial services firm Bank of America.
Detractors from Performance
The fund’s greater exposure to “B” rated securities detracted from relative performance. An overweight to the utility – other sector further hindered relative returns as this market segment underperformed the benchmark during the reporting period. The portion of the fund’s return derived from yield, which was less than that of the benchmark, was an additional detractor from relative results. Top individual detractors for the period included debt holdings of natural gas and oil exploration and production company Chesapeake Energy, construction and engineering services provider Abengoa Finance (h), oil and natural gas company Linn Energy and satellite services provider Intelsat Luxembourg.
Respectfully,
| | |
William Adams | | David Cole |
Portfolio Manager | | Portfolio Manager |
(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. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated. |
The views expressed in this report are those of the portfolio managers 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.
3
MFS High Yield Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/12/85 | | (4.22)% | | 4.63% | | 5.60% | | |
| | Service Class | | 8/24/01 | | (4.42)% | | 4.34% | | 5.32% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f) | | (4.43)% | | 5.03% | | 6.95% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index – a component of the 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.
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.
4
MFS High Yield Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.72% | | | | $1,000.00 | | | | $934.87 | | | | $3.51 | |
| Hypothetical (h) | | | 0.72% | | | | $1,000.00 | | | | $1,021.58 | | | | $3.67 | |
Service Class | | Actual | | | 0.97% | | | | $1,000.00 | | | | $932.62 | | | | $4.73 | |
| Hypothetical (h) | | | 0.97% | | | | $1,000.00 | | | | $1,020.32 | | | | $4.94 | |
(h) | 5% class return per year before expenses. |
(p) | ��Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
5
MFS High Yield Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – 92.8% | | | | | | | | |
Aerospace – 1.8% | | | | | | | | |
Aerojet Rocketdyne Holdings, Inc., 7.125%, 3/15/21 | | $ | 2,675,000 | | | $ | 2,781,968 | |
Bombardier, Inc., 6.125%, 1/15/23 (n) | | | 1,155,000 | | | | 796,950 | |
Bombardier, Inc., 7.5%, 3/15/25 (n) | | | 870,000 | | | | 609,000 | |
CPI International, Inc., 8.75%, 2/15/18 | | | 2,484,000 | | | | 2,446,740 | |
Huntington Ingalls Industries Co., 5%, 11/15/25 (n) | | | 550,000 | | | | 558,250 | |
TransDigm, Inc., 6%, 7/15/22 | | | 515,000 | | | | 503,413 | |
TransDigm, Inc., 6.5%, 7/15/24 | | | 1,255,000 | | | | 1,248,098 | |
| | | | | | | | |
| | | $ | 8,944,419 | |
| | | | | | | | |
Apparel Manufacturers – 0.3% | | | | | | | | |
Hanesbrands, Inc., 6.375%, 12/15/20 | | $ | 635,000 | | | $ | 657,225 | |
PVH Corp., 4.5%, 12/15/22 | | | 1,030,000 | | | | 1,006,825 | |
| | | | | | | | |
| | | $ | 1,664,050 | |
| | | | | | | | |
Asset-Backed & Securitized – 0.1% | | | | | | | | |
Citigroup Commercial Mortgage Trust, FRN, 5.898%, 12/10/49 | | $ | 2,086,863 | | | $ | 208,874 | |
Crest Ltd., CDO, 7%, 1/28/40 (a)(p) | | | 1,465,095 | | | | 171,504 | |
CWCapital Cobalt Ltd., CDO, “F”, FRN, 1.62%, 4/26/50 (a)(p)(z) | | | 1,102,938 | | | | 11 | |
| | | | | | | | |
| | | $ | 380,389 | |
| | | | | | | | |
Automotive – 2.8% | | | | | | | | |
Accuride Corp., 9.5%, 8/01/18 | | $ | 2,680,000 | | | $ | 2,224,400 | |
Goodyear Tire & Rubber Co., 7%, 5/15/22 | | | 720,000 | | | | 772,200 | |
Goodyear Tire & Rubber Co., 6.5%, 3/01/21 | | | 2,670,000 | | | | 2,806,838 | |
Lear Corp., 4.75%, 1/15/23 | | | 1,640,000 | | | | 1,648,200 | |
Lear Corp., 5.25%, 1/15/25 | | | 1,335,000 | | | | 1,358,363 | |
Schaeffler Finance B.V., 6.875%, 8/15/18 (n)(p) | | | 1,030,000 | | | | 1,060,900 | |
Schaeffler Finance B.V., 4.75%, 5/15/21 (n) | | | 1,330,000 | | | | 1,336,650 | |
Schaeffler Holding Finance B.V., 6.25%, 11/15/19 (n)(p) | | | 560,000 | | | | 585,200 | |
ZF North America Capital, Inc., 4.5%, 4/29/22 (n) | | | 1,600,000 | | | | 1,564,000 | |
ZF North America Capital, Inc., 4.75%, 4/29/25 (n) | | | 270,000 | | | | 257,175 | |
| | | | | | | | |
| | | $ | 13,613,926 | |
| | | | | | | | |
Broadcasting – 2.7% | | | | | | | | |
Activision Blizzard, Inc., 6.125%, 9/15/23 (n) | | $ | 1,400,000 | | | $ | 1,484,000 | |
AMC Networks, Inc., 7.75%, 7/15/21 | | | 1,935,000 | | | | 2,031,750 | |
Clear Channel Worldwide Holdings, Inc., “A”, 6.5%, 11/15/22 | | | 650,000 | | | | 627,250 | |
Clear Channel Worldwide Holdings, Inc., “B”, 6.5%, 11/15/22 | | | 1,095,000 | | | | 1,067,625 | |
iHeartMedia, Inc., 9%, 3/01/21 | | | 2,184,000 | | | | 1,523,340 | |
Liberty Media Corp., 8.5%, 7/15/29 | | | 1,840,000 | | | | 1,853,800 | |
Netflix, Inc., 5.375%, 2/01/21 | | | 1,645,000 | | | | 1,727,250 | |
Netflix, Inc., 5.875%, 2/15/25 (n) | | | 670,000 | | | | 686,750 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Broadcasting – continued | | | | | | | | |
Nexstar Broadcasting, Inc., 6.875%, 11/15/20 | | $ | 1,685,000 | | | $ | 1,722,913 | |
Tribune Media Co., 5.875%, 7/15/22 (n) | | | 650,000 | | | | 650,000 | |
| | | | | | | | |
| | | $ | 13,374,678 | |
| | | | | | | | |
Building – 3.1% | | | | | | | | |
Allegion PLC, 5.875%, 9/15/23 | | $ | 275,000 | | | $ | 280,500 | |
Allegion U.S. Holding Co., Inc., 5.75%, 10/01/21 | | | 2,730,000 | | | | 2,764,125 | |
Beacon Roofing Supply, Inc., 6.375%, 10/01/23 (n) | | | 1,380,000 | | | | 1,405,875 | |
Building Materials Corp. of America, 5.375%, 11/15/24 (n) | | | 1,135,000 | | | | 1,132,163 | |
Building Materials Corp. of America, 6%, 10/15/25 (n) | | | 1,055,000 | | | | 1,076,100 | |
Cimpor Financial Operations B.V., 5.75%, 7/17/24 | | | 415,000 | | | | 275,975 | |
Gibraltar Industries, Inc., 6.25%, 2/01/21 | | | 1,940,000 | | | | 1,973,950 | |
HD Supply, Inc., 7.5%, 7/15/20 | | | 1,980,000 | | | | 2,059,200 | |
Headwaters, Inc., 7.25%, 1/15/19 | | | 1,320,000 | | | | 1,349,700 | |
PriSo Acquisition Corp., 9%, 5/15/23 (n) | | | 1,425,000 | | | | 1,353,750 | |
Summit Materials LLC/Summit Materials Finance Corp., 6.125%, 7/15/23 (n) | | | 1,645,000 | | | | 1,620,325 | |
| | | | | | | | |
| | | $ | 15,291,663 | |
| | | | | | | | |
Business Services – 1.5% | | | | | | | | |
Equinix, Inc., 4.875%, 4/01/20 | | $ | 1,325,000 | | | $ | 1,377,338 | |
Equinix, Inc., 5.375%, 4/01/23 | | | 1,445,000 | | | | 1,473,900 | |
Equinix, Inc., 5.375%, 1/01/22 | | | 320,000 | | | | 328,000 | |
Iron Mountain, Inc., REIT, 6%, 8/15/23 | | | 1,500,000 | | | | 1,552,500 | |
Iron Mountain, Inc., REIT, 6%, 10/01/20 (n) | | | 800,000 | | | | 844,000 | |
NeuStar, Inc., 4.5%, 1/15/23 | | | 2,395,000 | | | | 1,918,395 | |
| | | | | | | | |
| | | $ | 7,494,133 | |
| | | | | | | | |
Cable TV – 6.3% | | | | | | | | |
Altice Financing S.A., 6.625%, 2/15/23 (n) | | $ | 2,755,000 | | | $ | 2,720,563 | |
CCO Holdings LLC, 5.25%, 9/30/22 | | | 250,000 | | | | 252,500 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 7.375%, 6/01/20 | | | 905,000 | | | | 942,331 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 6.5%, 4/30/21 | | | 2,100,000 | | | | 2,184,000 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/24 | | | 1,395,000 | | | | 1,433,363 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.125%, 5/01/23 (n) | | | 1,445,000 | | | | 1,446,806 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/25 (n) | | | 565,000 | | | | 562,175 | |
Cequel Communications Holdings, 6.375%, 9/15/20 (n) | | | 1,650,000 | | | | 1,612,875 | |
DISH DBS Corp., 6.75%, 6/01/21 | | | 1,165,000 | | | | 1,173,738 | |
DISH DBS Corp., 5%, 3/15/23 | | | 1,090,000 | | | | 945,575 | |
DISH DBS Corp., 5.875%, 11/15/24 | | | 655,000 | | | | 582,950 | |
6
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Cable TV – continued | | | | | | | | |
Intelsat Jackson Holdings S.A., 7.25%, 4/01/19 | | $ | 860,000 | | | $ | 789,050 | |
Intelsat Jackson Holdings S.A., 6.625%, 12/15/22 | | | 1,685,000 | | | | 1,074,188 | |
Intelsat Jackson Holdings S.A., 5.5%, 8/01/23 | | | 2,060,000 | | | | 1,617,100 | |
Intelsat Luxembourg S.A., 8.125%, 6/01/23 | | | 2,315,000 | | | | 1,041,750 | |
LGE Holdco VI B.V., 7.125%, 5/15/24 (n) | | EUR | 945,000 | | | | 1,109,342 | |
Lynx I Corp., 5.375%, 4/15/21 (n) | | $ | 553,500 | | | | 571,489 | |
Lynx II Corp., 6.375%, 4/15/23 (n) | | | 1,485,000 | | | | 1,507,275 | |
Neptune Finco Corp., 10.875%, 10/15/25 (n) | | | 1,015,000 | | | | 1,063,213 | |
SIRIUS XM Radio, Inc., 4.25%, 5/15/20 (n) | | | 635,000 | | | | 641,350 | |
SIRIUS XM Radio, Inc., 4.625%, 5/15/23 (n) | | | 770,000 | | | | 754,600 | |
SIRIUS XM Radio, Inc., 6%, 7/15/24 (n) | | | 1,155,000 | | | | 1,206,975 | |
SIRIUS XM Radio, Inc., 5.375%, 4/15/25 (n) | | | 950,000 | | | | 955,938 | |
Unitymedia Hessen, 5.5%, 1/15/23 (n) | | | 1,605,000 | | | | 1,600,988 | |
Unitymedia KabelBW GmbH, 6.125%, 1/15/25 (n) | | | 1,335,000 | | | | 1,319,180 | |
Virgin Media Finance PLC, 5.75%, 1/15/25 (n) | | | 200,000 | | | | 192,500 | |
Virgin Media Secured Finance PLC, 5.25%, 1/15/26 (n) | | | 790,000 | | | | 768,275 | |
Ziggo Bond Finance B.V., 5.875%, 1/15/25 (n) | | | 735,000 | | | | 681,713 | |
| | | | | | | | |
| | | $ | 30,751,802 | |
| | | | | | | | |
Chemicals – 2.0% | | | | | | | | |
Flash Dutch 2 B.V./U.S. Coatings Acquisition, 7.375%, 5/01/21 (n) | | $ | 1,280,000 | | | $ | 1,349,600 | |
Hexion U.S. Finance Corp., 6.625%, 4/15/20 | | | 950,000 | | | | 743,375 | |
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance, 8.875%, 2/01/18 | | | 1,190,000 | | | | 838,950 | |
INEOS Group Holdings S.A., 6.125%, 8/15/18 (n) | | | 1,380,000 | | | | 1,366,200 | |
INEOS Group Holdings S.A., 5.875%, 2/15/19 (n) | | | 205,000 | | | | 198,850 | |
Momentive Performance Materials, Inc., 3.88%, 10/24/21 | | | 590,000 | | | | 407,100 | |
The Chemours Co., 6.625%, 5/15/23 (n) | | | 1,060,000 | | | | 742,000 | |
Tronox Finance LLC, 6.375%, 8/15/20 | | | 2,440,000 | | | | 1,468,392 | |
Tronox Finance LLC, 7.5%, 3/15/22 (n) | | | 1,580,000 | | | | 916,400 | |
W.R. Grace & Co., 5.125%, 10/01/21 (n) | | | 1,885,000 | | | | 1,903,850 | |
| | | | | | | | |
| | | $ | 9,934,717 | |
| | | | | | | | |
Computer Software – 0.5% | | | | | | | | |
Syniverse Holdings, Inc., 9.125%, 1/15/19 | | $ | 561,000 | | | $ | 253,853 | |
VeriSign, Inc., 4.625%, 5/01/23 | | | 2,195,000 | | | | 2,125,309 | |
| | | | | | | | |
| | | $ | 2,379,162 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Computer Software – Systems – 0.8% | | | | | |
CDW LLC/CDW Finance Corp., 6%, 8/15/22 | | $ | 630,000 | | | $ | 664,650 | |
CDW LLC/CDW Finance Corp., 5.5%, 12/01/24 | | | 915,000 | | | | 958,463 | |
Sabre GLBL, Inc., 5.375%, 4/15/23 (n) | | | 2,425,000 | | | | 2,412,875 | |
| | | | | | | | |
| | | $ | 4,035,988 | |
| | | | | | | | |
Conglomerates – 2.8% | | | | | | | | |
Accudyne Industries Borrower S.C.A., 7.75%, 12/15/20 (n) | | $ | 1,135,000 | | | $ | 817,200 | |
Amsted Industries Co., 5%, 3/15/22 (n) | | | 2,475,000 | | | | 2,475,000 | |
BC Mountain LLC, 7%, 2/01/21 (n) | | | 1,975,000 | | | | 1,520,750 | |
EnerSys, 5%, 4/30/23 (n) | | | 2,760,000 | | | | 2,746,200 | |
Enpro Industries, Inc., 5.875%, 9/15/22 | | | 2,290,000 | | | | 2,267,100 | |
Entegris, Inc., 6%, 4/01/22 (n) | | | 2,225,000 | | | | 2,252,813 | |
Renaissance Acquisition, 6.875%, 8/15/21 (n) | | | 2,115,000 | | | | 1,617,975 | |
| | | | | | | | |
| | | $ | 13,697,038 | |
| | | | | | | | |
Construction – 0.1% | | | | | | | | |
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/21 | | $ | 930,000 | | | $ | 197,625 | |
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/24 (d)(n) | | | 807,000 | | | | 167,453 | |
| | | | | | | | |
| | | $ | 365,078 | |
| | | | | | | | |
Consumer Products – 1.1% | | | | | | | | |
Elizabeth Arden, Inc., 7.375%, 3/15/21 | | $ | 605,000 | | | $ | 387,200 | |
Prestige Brands, Inc., 8.125%, 2/01/20 | | | 971,000 | | | | 1,004,985 | |
Prestige Brands, Inc., 5.375%, 12/15/21 (n) | | | 1,055,000 | | | | 1,012,800 | |
Spectrum Brands, Inc., 6.375%, 11/15/20 | | | 1,825,000 | | | | 1,939,063 | |
Spectrum Brands, Inc., 5.75%, 7/15/25 (n) | | | 905,000 | | | | 927,625 | |
| | | | | | | | |
| | | $ | 5,271,673 | |
| | | | | | | | |
Consumer Services – 2.6% | | | | | | | | |
ADT Corp., 4.125%, 6/15/23 | | $ | 885,000 | | | $ | 827,475 | |
ADT Corp., 6.25%, 10/15/21 | | | 2,340,000 | | | | 2,444,247 | |
CEB, Inc., 5.625%, 6/15/23 (n) | | | 1,660,000 | | | | 1,647,550 | |
Garda World Security Corp., 7.25%, 11/15/21 (n) | | | 830,000 | | | | 713,800 | |
Garda World Security Corp., 7.25%, 11/15/21 (n) | | | 1,445,000 | | | | 1,242,700 | |
Interval Acquisition Corp., 5.625%, 4/15/23 (n) | | | 2,795,000 | | | | 2,774,038 | |
Monitronics International, Inc., 9.125%, 4/01/20 | | | 2,105,000 | | | | 1,668,213 | |
Service Corp. International, 5.375%, 5/15/24 | | | 1,220,000 | | | | 1,256,600 | |
| | | | | | | | |
| | | $ | 12,574,623 | |
| | | | | | | | |
Containers – 3.7% | | | | | | | | |
Ardagh Packaging Finance PLC, 7%, 11/15/20 (n) | | $ | 331,765 | | | $ | 325,959 | |
Ardagh Packaging Finance PLC, 9.125%, 10/15/20 (n) | | | 1,360,000 | | | | 1,394,000 | |
Ball Corp., 5%, 3/15/22 | | | 1,945,000 | | | | 1,983,900 | |
Berry Plastics Group, Inc., 5.5%, 5/15/22 | | | 2,200,000 | | | | 2,191,750 | |
Crown American LLC, 4.5%, 1/15/23 | | | 2,432,000 | | | | 2,377,280 | |
Multi-Color Corp., 6.125%, 12/01/22 (n) | | | 2,070,000 | | | | 2,049,300 | |
7
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Containers – continued | | | | | | | | |
Plastipak Holdings, Inc., 6.5%, 10/01/21 (z) | | $ | 350,000 | | | $ | 337,750 | |
Reynolds Group, 8.25%, 2/15/21 | | | 1,570,000 | | | | 1,511,125 | |
Reynolds Group, 9.875%, 8/15/19 | | | 367,000 | | | | 369,753 | |
Reynolds Group, 5.75%, 10/15/20 | | | 1,265,000 | | | | 1,286,745 | |
Sealed Air Corp., 4.875%, 12/01/22 (n) | | | 2,250,000 | | | | 2,255,625 | |
Sealed Air Corp., 5.125%, 12/01/24 (n) | | | 565,000 | | | | 565,000 | |
Signode Industrial Group, 6.375%, 5/01/22 (n) | | | 1,980,000 | | | | 1,683,000 | |
| | | | | | | | |
| | | $ | 18,331,187 | |
| | | | | | | | |
Electrical Equipment – 0.1% | | | | | | | | |
Avaya, Inc., 10.5%, 3/01/21 (n) | | $ | 915,000 | | | $ | 311,100 | |
| | | | | | | | |
Electronics – 1.8% | | | | | | | | |
Advanced Micro Devices, Inc., 6.75%, 3/01/19 | | $ | 1,340,000 | | | $ | 971,500 | |
Advanced Micro Devices, Inc., 7%, 7/01/24 | | | 960,000 | | | | 624,000 | |
Micron Technology, Inc., 5.875%, 2/15/22 | | | 1,045,000 | | | | 1,016,263 | |
Micron Technology, Inc., 5.5%, 2/01/25 | | | 1,470,000 | | | | 1,278,900 | |
NXP B.V., 5.75%, 2/15/21 (n) | | | 745,000 | | | | 774,800 | |
NXP B.V., 5.75%, 3/15/23 (n) | | | 2,070,000 | | | | 2,137,275 | |
Sensata Technologies B.V., 5.625%, 11/01/24 (n) | | | 1,335,000 | | | | 1,365,038 | |
Sensata Technologies B.V., 5%, 10/01/25 (n) | | | 855,000 | | | | 835,763 | |
| | | | | | | | |
| | | $ | 9,003,539 | |
| | | | | | | | |
Energy – Independent – 3.8% | | | | | | | | |
Baytex Energy Corp., 5.625%, 6/01/24 (n) | | $ | 1,420,000 | | | $ | 951,400 | |
Bonanza Creek Energy, Inc., 5.75%, 2/01/23 | | | 495,000 | | | | 257,400 | |
Bonanza Creek Energy, Inc., 6.75%, 4/15/21 | | | 1,785,000 | | | | 1,079,925 | |
Chaparral Energy, Inc., 7.625%, 11/15/22 | | | 2,420,000 | | | | 556,600 | |
Chesapeake Energy Corp., 5.75%, 3/15/23 | | | 2,530,000 | | | | 733,700 | |
Concho Resources, Inc., 5.5%, 4/01/23 | | | 1,530,000 | | | | 1,415,250 | |
Concho Resources, Inc., 6.5%, 1/15/22 | | | 1,560,000 | | | | 1,497,600 | |
EP Energy LLC, 9.375%, 5/01/20 | | | 1,345,000 | | | | 857,438 | |
EP Energy LLC, 7.75%, 9/01/22 | | | 2,565,000 | | | | 1,308,150 | |
Halcon Resources Corp., 8.875%, 5/15/21 | | | 2,140,000 | | | | 620,600 | |
Linn Energy LLC/Linn Energy Finance Corp., 7.75%, 2/01/21 | | | 1,974,000 | | | | 286,230 | |
Linn Energy LLC/Linn Energy Finance Corp., 6.5%, 9/15/21 | | | 915,000 | | | | 123,525 | |
Linn Energy LLC/Linn Energy Finance Corp., 8.625%, 4/15/20 | | | 1,270,000 | | | | 217,488 | |
MEG Energy Corp., 6.5%, 3/15/21 (n) | | | 502,000 | | | | 351,400 | |
Northern Blizzard Resources, Inc., 7.25%, 2/01/22 (n) | | | 1,602,000 | | | | 1,153,440 | |
Oasis Petroleum, Inc., 6.875%, 3/15/22 | | | 1,715,000 | | | | 1,097,600 | |
QEP Resources, Inc., 5.25%, 5/01/23 | | | 2,840,000 | | | | 2,016,400 | |
RSP Permian, Inc., 6.625%, 10/01/22 | | | 1,045,000 | | | | 961,400 | |
Sanchez Energy Corp., 6.125%, 1/15/23 | | | 2,410,000 | | | | 1,301,400 | |
SM Energy Co., 6.5%, 11/15/21 | | | 1,765,000 | | | | 1,314,925 | |
SM Energy Co., 6.125%, 11/15/22 | | | 1,060,000 | | | | 779,100 | |
| | | | | | | | |
| | | $ | 18,880,971 | |
| | | | | | | | |
Entertainment – 1.8% | | | | | | | | |
Carmike Cinemas, Inc., 6%, 6/15/23 (n) | | $ | 900,000 | | | $ | 922,500 | |
Cedar Fair LP, 5.25%, 3/15/21 | | | 1,935,000 | | | | 1,993,050 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Entertainment – continued | | | | | | | | |
Cedar Fair LP, 5.375%, 6/01/24 | | $ | 880,000 | | | $ | 888,800 | |
Cinemark USA, Inc., 5.125%, 12/15/22 | | | 1,120,000 | | | | 1,111,600 | |
Cinemark USA, Inc., 4.875%, 6/01/23 | | | 1,020,000 | | | | 994,500 | |
NCL Corp. Ltd., 5.25%, 11/15/19 (n) | | | 1,320,000 | | | | 1,339,800 | |
Six Flags Entertainment Corp., 5.25%, 1/15/21 (n) | | | 1,700,000 | | | | 1,721,250 | |
| | | | | | | | |
| | | $ | 8,971,500 | |
| | | | | | | | |
Financial Institutions – 5.1% | | | | | | | | |
Aircastle Ltd., 4.625%, 12/15/18 | | $ | 835,000 | | | $ | 853,788 | |
Aircastle Ltd., 5.125%, 3/15/21 | | | 1,245,000 | | | | 1,279,238 | |
Aircastle Ltd., 5.5%, 2/15/22 | | | 865,000 | | | | 888,788 | |
CIT Group, Inc., 5.5%, 2/15/19 (n) | | | 1,898,000 | | | | 1,983,410 | |
CIT Group, Inc., 5.25%, 3/15/18 | | | 1,655,000 | | | | 1,708,788 | |
CIT Group, Inc., 5%, 8/15/22 | | | 1,745,000 | | | | 1,791,906 | |
CIT Group, Inc., 6.625%, 4/01/18 (n) | | | 1,925,000 | | | | 2,030,875 | |
Credit Acceptance Co., 7.375%, 3/15/23 (n) | | | 740,000 | | | | 736,300 | |
Icahn Enterprises LP, 6%, 8/01/20 | | | 1,020,000 | | | | 1,028,568 | |
Icahn Enterprises LP, 5.875%, 2/01/22 | | | 2,465,000 | | | | 2,409,538 | |
Nationstar Mortgage LLC/Capital Corp., 7.875%, 10/01/20 | | | 2,660,000 | | | | 2,545,620 | |
Nationstar Mortgage LLC/Capital Corp., 6.5%, 8/01/18 | | | 820,000 | | | | 797,450 | |
Navient Corp., 5.875%, 3/25/21 | | | 895,000 | | | | 796,550 | |
Navient Corp., 7.25%, 1/25/22 | | | 2,070,000 | | | | 1,935,450 | |
Navient Corp., 6.125%, 3/25/24 | | | 1,055,000 | | | | 859,825 | |
Navient Corp., 8%, 3/25/20 | | | 2,430,000 | | | | 2,400,840 | |
PHH Corp., 6.375%, 8/15/21 | | | 1,390,000 | | | | 1,264,900 | |
| | | | | | | | |
| | | $ | 25,311,834 | |
| | | | | | | | |
Food & Beverages – 0.8% | | | | | | | | |
Darling Ingredients, Inc., 5.375%, 1/15/22 | | $ | 1,760,000 | | | $ | 1,733,600 | |
Sun Merger Sub, Inc., 5.875%, 8/01/21 (n) | | | 2,355,000 | | | | 2,425,650 | |
| | | | | | | | |
| | | $ | 4,159,250 | |
| | | | | | | | |
Forest & Paper Products – 0.3% | | | | | | | | |
Appvion, Inc., 9%, 6/01/20 (n) | | $ | 1,680,000 | | | $ | 672,000 | |
Tembec Industries, Inc., 9%, 12/15/19 (n) | | | 1,080,000 | | | | 702,000 | |
| | | | | | | | |
| | | $ | 1,374,000 | |
| | | | | | | | |
Gaming & Lodging – 3.7% | | | | | | | | |
CCM Merger, Inc., 9.125%, 5/01/19 (n) | | $ | 2,105,000 | | | $ | 2,197,094 | |
Eldorado Resorts, Inc., 7%, 8/01/23 (n) | | | 585,000 | | | | 573,300 | |
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/23 | | | 1,650,000 | | | | 1,608,750 | |
Greektown Holdings LLC, 8.875%, 3/15/19 (n) | | | 1,970,000 | | | | 1,989,700 | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 5.625%, 10/25/21 | | | 1,975,000 | | | | 2,046,594 | |
Isle of Capri Casinos, Inc., 8.875%, 6/15/20 | | | 620,000 | | | | 651,000 | |
Isle of Capri Casinos, Inc., 5.875%, 3/15/21 | | | 2,160,000 | | | | 2,203,200 | |
MGM Resorts International, 6.625%, 12/15/21 | | | 1,990,000 | | | | 2,037,263 | |
MGM Resorts International, 6%, 3/15/23 | | | 1,410,000 | | | | 1,399,425 | |
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/21 | | | 2,630,000 | | | | 2,676,025 | |
8
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Gaming & Lodging – continued | | | | | | | | |
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/23 | | $ | 595,000 | | | $ | 595,000 | |
| | | | | | | | |
| | | $ | 17,977,351 | |
| | | | | | | | |
Industrial – 1.6% | | | | | | | | |
Anixter, Inc., 5.125%, 10/01/21 | | $ | 1,520,000 | | | $ | 1,520,000 | |
Dematic S.A., 7.75%, 12/15/20 (n) | | | 2,785,000 | | | | 2,798,925 | |
Howard Hughes Corp., 6.875%, 10/01/21 (n) | | | 2,110,000 | | | | 2,152,200 | |
SPL Logistics Escrow LLC, 8.875%, 8/01/20 (n) | | | 1,420,000 | | | | 1,384,500 | |
| | | | | | | | |
| | | $ | 7,855,625 | |
| | | | | | | | |
Machinery & Tools – 1.6% | | | | | | | | |
Ashtead Capital, Inc., 5.625%, 10/01/24 (n) | | $ | 2,145,000 | | | $ | 2,171,813 | |
CNH Industrial Capital LLC, 4.375%, 11/06/20 | | | 1,365,000 | | | | 1,286,513 | |
H&E Equipment Services Co., 7%, 9/01/22 | | | 2,425,000 | | | | 2,376,500 | |
Jurassic Holdings III, Inc., 6.875%, 2/15/21 (n) | | | 2,305,000 | | | | 1,383,000 | |
Light Tower Rentals, Inc., 8.125%, 8/01/19 (n) | | | 1,660,000 | | | | 846,600 | |
| | | | | | | | |
| | | $ | 8,064,426 | |
| | | | | | | | |
Major Banks – 1.8% | | | | | | | | |
Bank of America Corp., FRN, 6.1%, 12/29/49 | | $ | 4,420,000 | | | $ | 4,480,775 | |
JPMorgan Chase & Co., 6% to 8/01/23, FRN to 12/29/49 | | | 2,615,000 | | | | 2,611,349 | |
Royal Bank of Scotland Group PLC, 7.5% to 8/10/20, FRN to 12/29/49 | | | 1,500,000 | | | | 1,561,875 | |
| | | | | | | | |
| | | $ | 8,653,999 | |
| | | | | | | | |
Medical & Health Technology & Services – 5.9% | |
CHS/Community Health Systems, Inc., 6.875%, 2/01/22 | | $ | 2,655,000 | | | $ | 2,518,931 | |
Davita Healthcare Partners, Inc., 5%, 5/01/25 | | | 1,735,000 | | | | 1,674,275 | |
Davita, Inc., 5.125%, 7/15/24 | | | 1,065,000 | | | | 1,065,000 | |
HCA, Inc., 7.5%, 2/15/22 | | | 2,845,000 | | | | 3,150,838 | |
HCA, Inc., 5.875%, 3/15/22 | | | 1,435,000 | | | | 1,513,925 | |
HCA, Inc., 4.75%, 5/01/23 | | | 200,000 | | | | 198,000 | |
HCA, Inc., 5%, 3/15/24 | | | 1,450,000 | | | | 1,446,375 | |
HCA, Inc., 4.25%, 10/15/19 | | | 1,260,000 | | | | 1,285,200 | |
HCA, Inc., 5.875%, 2/15/26 | | | 880,000 | | | | 883,300 | |
HCA, Inc., 5.375%, 2/01/25 | | | 1,175,000 | | | | 1,160,313 | |
HealthSouth Corp., 5.125%, 3/15/23 | | | 2,105,000 | | | | 2,015,538 | |
HealthSouth Corp., 5.75%, 11/01/24 (n) | | | 1,360,000 | | | | 1,297,100 | |
LifePoint Hospitals, Inc., 5.5%, 12/01/21 | | | 2,345,000 | | | | 2,386,038 | |
TeamHealth, Inc., 7.25%, 12/15/23 (n) | | | 340,000 | | | | 351,900 | |
Tenet Healthcare Corp., 8%, 8/01/20 | | | 2,560,000 | | | | 2,566,400 | |
Tenet Healthcare Corp., 4.5%, 4/01/21 | | | 1,685,000 | | | | 1,642,875 | |
Tenet Healthcare Corp., 8.125%, 4/01/22 | | | 975,000 | | | | 972,563 | |
Tenet Healthcare Corp., 6.75%, 6/15/23 | | | 1,315,000 | | | | 1,219,663 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Medical & Health Technology & Services – continued | |
Universal Health Services, Inc., 7.625%, 8/15/20 | | $ | 1,750,000 | | | $ | 1,642,813 | |
| | | | | | | | |
| | | $ | 28,991,047 | |
| | | | | | | | |
Medical Equipment – 1.4% | | | | | | | | |
Alere, Inc., 6.375%, 7/01/23 (n) | | $ | 1,754,000 | | | $ | 1,639,990 | |
DJO Finco, Inc., 8.125%, 6/15/21 (n) | | | 1,485,000 | | | | 1,317,938 | |
Hologic, Inc., 5.25%, 7/15/22 (n) | | | 2,055,000 | | | | 2,096,100 | |
Teleflex, Inc., 5.25%, 6/15/24 | | | 1,900,000 | | | | 1,890,500 | |
| | | | | | | | |
| | | $ | 6,944,528 | |
| | | | | | | | |
Metals & Mining – 3.2% | | | | | | | | |
Century Aluminum Co., 7.5%, 6/01/21 (n) | | $ | 1,750,000 | | | $ | 1,172,500 | |
Commercial Metals Co., 4.875%, 5/15/23 | | | 1,653,000 | | | | 1,371,990 | |
Consol Energy, Inc., 5.875%, 4/15/22 | | | 1,910,000 | | | | 1,184,200 | |
Consol Energy, Inc., 8%, 4/01/23 (n) | | | 1,435,000 | | | | 954,275 | |
First Quantum Minerals Ltd., 7.25%, 10/15/19 (n) | | | 2,666,000 | | | | 1,732,900 | |
First Quantum Minerals Ltd., 7.25%, 5/15/22 (n) | | | 652,000 | | | | 407,500 | |
GrafTech International Co., 6.375%, 11/15/20 | | | 2,170,000 | | | | 1,258,600 | |
Hudbay Minerals, Inc., 9.5%, 10/01/20 | | | 2,035,000 | | | | 1,490,638 | |
Lundin Mining Corp., 7.5%, 11/01/20 (n) | | | 1,030,000 | | | | 965,625 | |
Lundin Mining Corp., 7.875%, 11/01/22 (n) | | | 1,025,000 | | | | 943,000 | |
Steel Dynamics, Inc., 5.25%, 4/15/23 | | | 465,000 | | | | 424,313 | |
Steel Dynamics, Inc., 5.125%, 10/01/21 | | | 975,000 | | | | 901,875 | |
Steel Dynamics, Inc., 5.5%, 10/01/24 | | | 475,000 | | | | 433,438 | |
Suncoke Energy Partners LP/Suncoke Energy Partners Finance Corp., 7.375%, 2/01/20 (n) | | | 715,000 | | | | 443,300 | |
Suncoke Energy Partners LP/Suncoke Energy Partners Finance Corp., 7.375%, 2/01/20 (n) | | | 1,075,000 | | | | 666,500 | |
Suncoke Energy, Inc., 7.625%, 8/01/19 | | | 301,000 | | | | 291,970 | |
TMS International Corp., 7.625%, 10/15/21 (n) | | | 1,365,000 | | | | 1,054,463 | |
| | | | | | | | |
| | | $ | 15,697,087 | |
| | | | | | | | |
Midstream – 5.2% | | | | | | | | |
AmeriGas Finance LLC, 6.75%, 5/20/20 | | $ | 2,730,000 | | | $ | 2,654,925 | |
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/22 (n) | | | 1,265,000 | | | | 872,850 | |
Crestwood Midstream Partners LP, 6%, 12/15/20 | | | 1,410,000 | | | | 1,036,350 | |
Crestwood Midstream Partners LP, 6.125%, 3/01/22 | | | 905,000 | | | | 628,975 | |
Energy Transfer Equity LP, 7.5%, 10/15/20 | | | 3,105,000 | | | | 2,872,125 | |
Ferrellgas LP/Ferrellgas Finance Corp., 6.5%, 5/01/21 | | | 790,000 | | | | 671,500 | |
Ferrellgas LP/Ferrellgas Finance Corp., 6.75%, 1/15/22 | | | 2,710,000 | | | | 2,283,175 | |
Kinder Morgan (Delaware), Inc., 7.75%, 1/15/32 | | | 3,725,000 | | | | 3,534,831 | |
MPLX LP, 4.5%, 7/15/23 (z) | | | 393,000 | | | | 351,617 | |
MPLX LP, 5.5%, 2/15/23 (z) | | | 2,115,000 | | | | 1,850,625 | |
Sabine Pass Liquefaction LLC, 5.625%, 4/15/23 | | | 1,880,000 | | | | 1,649,700 | |
9
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Midstream – continued | | | | | | | | |
Sabine Pass Liquefaction LLC, 5.625%, 2/01/21 | | $ | 2,435,000 | | | $ | 2,240,200 | |
Sabine Pass Liquefaction LLC, 5.75%, 5/15/24 | | | 1,055,000 | | | | 917,850 | |
Sabine Pass Liquefaction LLC, 5.625%, 3/01/25 (n) | | | 1,391,000 | | | | 1,177,134 | |
Summit Midstream Holdings LLC/Summit Midstream Finance Corp., 7.5%, 7/01/21 | | | 570,000 | | | | 484,500 | |
Summit Midstream Holdings LLC/Summit Midstream Finance Corp., 5.5%, 8/15/22 | | | 585,000 | | | | 432,900 | |
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/23 | | | 590,000 | | | | 477,900 | |
Targa Resources Partners LP/Targa Resources Finance Corp., 5%, 1/15/18 (n) | | | 590,000 | | | | 545,750 | |
Targa Resources Partners LP/Targa Resources Finance Corp., 4.125%, 11/15/19 | | | 830,000 | | | | 690,975 | |
| | | | | | | | |
| | | $ | 25,373,882 | |
| | | | | | | | |
Network & Telecom – 1.5% | | | | | | | | |
Centurylink, Inc., 7.65%, 3/15/42 | | $ | 1,970,000 | | | $ | 1,507,050 | |
Centurylink, Inc., 6.45%, 6/15/21 | | | 555,000 | | | | 541,125 | |
Frontier Communications Corp., 6.25%, 9/15/21 | | | 620,000 | | | | 525,450 | |
Frontier Communications Corp., 8.125%, 10/01/18 | | | 495,000 | | | | 511,088 | |
Frontier Communications Corp., 7.125%, 1/15/23 | | | 925,000 | | | | 797,813 | |
Frontier Communications Corp., 11%, 9/15/25 (z) | | | 300,000 | | | | 297,000 | |
Frontier Communications Corp., 9%, 8/15/31 | | | 775,000 | | | | 656,813 | |
Telecom Italia Capital, 6%, 9/30/34 | | | 730,000 | | | | 673,425 | |
Telecom Italia S.p.A., 5.303%, 5/30/24 (n) | | | 1,810,000 | | | | 1,787,375 | |
| | | | | | | | |
| | | $ | 7,297,139 | |
| | | | | | | | |
Oil Services – 0.7% | | | | | | | | |
Bristow Group, Inc., 6.25%, 10/15/22 | | $ | 2,298,000 | | | $ | 1,795,313 | |
Pacific Drilling S.A., 5.375%, 6/01/20 (n) | | | 1,900,000 | | | | 788,500 | |
Shale-Inland Holdings LLC/Finance Co., 8.75%, 11/15/19 (n) | | | 1,035,000 | | | | 662,400 | |
| | | | | | | | |
| | | $ | 3,246,213 | |
| | | | | | | | |
Oils – 0.8% | | | | | | | | |
CITGO Holding, Inc., 10.75%, 2/15/20 (n) | | $ | 1,555,000 | | | $ | 1,508,350 | |
CITGO Petroleum Corp., 6.25%, 8/15/22 (n) | | | 2,350,000 | | | | 2,256,000 | |
| | | | | | | | |
| | | $ | 3,764,350 | |
| | | | | | | | |
Other Banks & Diversified Financials – 0.4% | |
Groupe BPCE S.A., 12.5% to 9/30/19, FRN to 8/29/49 (n) | | $ | 1,447,000 | | | $ | 1,852,449 | |
| | | | | | | | |
Pharmaceuticals – 2.5% | | | | | | | | |
Endo Finance LLC/Endo Finco, Inc., 6%, 7/15/23 (n) | | $ | 885,000 | | | $ | 880,575 | |
Endo Finance LLC/Endo Finco, Inc., 7.75%, 1/15/22 (n) | | | 1,995,000 | | | | 2,039,888 | |
Endo Finance LLC/Endo Finco, Inc., 6%, 2/01/25 (n) | | | 495,000 | | | | 487,575 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Pharmaceuticals – continued | | | | | | | | |
Mallinckrodt International Finance S.A., 5.75%, 8/01/22 (n) | | $ | 825,000 | | | $ | 792,000 | |
Mallinckrodt International Finance S.A., 5.5%, 4/15/25 (n) | | | 240,000 | | | | 220,800 | |
Valeant Pharmaceuticals International, Inc., 7.25%, 7/15/22 (n) | | | 1,135,000 | | | | 1,109,463 | |
Valeant Pharmaceuticals International, Inc., 7%, 10/01/20 (n) | | | 3,395,000 | | | | 3,386,513 | |
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/23 (n) | | | 455,000 | | | | 400,400 | |
Vantage Point Imaging, 7.5%, 7/15/21 (n) | | | 720,000 | | | | 718,200 | |
VRX Escrow Corp., 5.875%, 5/15/23 (n) | | | 2,290,000 | | | | 2,043,825 | |
| | | | | | | | |
| | | $ | 12,079,239 | |
| | | | | | | | |
Precious Metals & Minerals – 0.6% | |
Aurico Gold, Inc., 7.75%, 4/01/20 (n) | | $ | 1,190,000 | | | $ | 1,073,975 | |
Eldorado Gold Corp., 6.125%, 12/15/20 (n) | | | 2,300,000 | | | | 2,012,500 | |
| | | | | | | | |
| | | $ | 3,086,475 | |
| | | | | | | | |
Printing & Publishing – 1.4% | | | | | | | | |
American Media, Inc., 13.5%, 6/15/18 (z) | | $ | 194,964 | | | $ | 195,208 | |
Nielsen Finance LLC, 5%, 4/15/22 (n) | | | 2,680,000 | | | | 2,646,500 | |
Outdoor Americas Capital LLC/Outfront Media Capital Corp., 5.625%, 2/15/24 | | | 1,100,000 | | | | 1,130,250 | |
TEGNA, Inc., 5.125%, 7/15/20 | | | 515,000 | | | | 534,313 | |
TEGNA, Inc., 4.875%, 9/15/21 (n) | | | 920,000 | | | | 922,300 | |
TEGNA, Inc., 6.375%, 10/15/23 | | | 1,390,000 | | | | 1,466,450 | |
| | | | | | | | |
| | | $ | 6,895,021 | |
| | | | | | | | |
Real Estate – Healthcare – 0.6% | | | | | | | | |
MPT Operating Partnership LP, REIT, 6.875%, 5/01/21 | | $ | 1,455,000 | | | $ | 1,509,563 | |
MPT Operating Partnership LP, REIT, 6.375%, 2/15/22 | | | 1,380,000 | | | | 1,407,600 | |
| | | | | | | | |
| | | $ | 2,917,163 | |
| | | | | | | | |
Real Estate – Other – 1.0% | | | | | | | | |
DuPont Fabros Technology LP, REIT, 5.875%, 9/15/21 | | $ | 2,455,000 | | | $ | 2,553,200 | |
Felcor Lodging LP, REIT, 5.625%, 3/01/23 | | | 2,130,000 | | | | 2,161,950 | |
| | | | | | | | |
| | | $ | 4,715,150 | |
| | | | | | | | |
Retailers – 2.1% | | | | | | | | |
Best Buy Co., Inc., 5.5%, 3/15/21 | | $ | 1,855,000 | | | $ | 1,919,925 | |
Bon Ton Stores, Inc., 8%, 6/15/21 | | | 437,000 | | | | 144,210 | |
DriveTime Automotive Group, Inc./DT Acceptance Corp., 8%, 6/01/21 (n) | | | 1,430,000 | | | | 1,272,700 | |
Family Tree Escrow LLC, 5.75%, 3/01/23 (n) | | | 2,755,000 | | | | 2,872,088 | |
Neiman Marcus Group Ltd., 8%, 10/15/21 (n) | | | 1,695,000 | | | | 1,254,300 | |
Rite Aid Corp., 9.25%, 3/15/20 | | | 755,000 | | | | 798,413 | |
Rite Aid Corp., 6.75%, 6/15/21 | | | 605,000 | | | | 633,738 | |
Rite Aid Corp., 6.125%, 4/01/23 (n) | | | 845,000 | | | | 874,575 | |
Sally Beauty Holdings, Inc., 5.625%, 12/01/25 | | | 535,000 | | | | 540,350 | |
| | | | | | | | |
| | | $ | 10,310,299 | |
| | | | | | | | |
10
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Specialty Chemicals – 0.9% | | | | | | | | |
Chemtura Corp., 5.75%, 7/15/21 | | $ | 2,545,000 | | | $ | 2,557,725 | |
Univar USA, Inc., 6.75%, 7/15/23 (n) | | | 2,310,000 | | | | 2,107,875 | |
| | | | | | | | |
| | | $ | 4,665,600 | |
| | | | | | | | |
Specialty Stores – 1.3% | | | | | | | | |
Argos Merger Sub, Inc., 7.125%, 3/15/23 (n) | | $ | 1,885,000 | | | $ | 1,868,978 | |
Group 1 Automotive, Inc., 5%, 6/01/22 | | | 2,345,000 | | | | 2,321,550 | |
Michaels Stores, Inc., 5.875%, 12/15/20 (n) | | | 1,915,000 | | | | 1,979,631 | |
| | | | | | | | |
| | | $ | 6,170,159 | |
| | | | | | | | |
Telecommunications – Wireless – 5.0% | |
Crown Castle International Corp., 5.25%, 1/15/23 | | $ | 1,235,000 | | | $ | 1,298,294 | |
Crown Castle International Corp., 4.875%, 4/15/22 | | | 725,000 | | | | 752,188 | |
Digicel Group Ltd., 8.25%, 9/30/20 (n) | | | 1,265,000 | | | | 1,043,625 | |
Digicel Group Ltd., 7.125%, 4/01/22 (n) | | | 802,000 | | | | 601,500 | |
Digicel Group Ltd., 6.75%, 3/01/23 (n) | | | 2,036,000 | | | | 1,700,060 | |
Eileme 2 AB, 11.625%, 1/31/20 (n) | | | 1,190,000 | | | | 1,261,400 | |
Sprint Capital Corp., 6.875%, 11/15/28 | | | 1,915,000 | | | | 1,340,500 | |
Sprint Corp., 7.875%, 9/15/23 | | | 2,105,000 | | | | 1,580,855 | |
Sprint Corp., 7.125%, 6/15/24 | | | 2,860,000 | | | | 2,080,650 | |
Sprint Corp., 7%, 8/15/20 | | | 350,000 | | | | 270,375 | |
Sprint Nextel Corp., 9%, 11/15/18 (n) | | | 590,000 | | | | 620,975 | |
Sprint Nextel Corp., 6%, 11/15/22 | | | 1,985,000 | | | | 1,424,238 | |
T-Mobile USA, Inc., 6.125%, 1/15/22 | | | 300,000 | | | | 308,250 | |
T-Mobile USA, Inc., 6.5%, 1/15/24 | | | 1,195,000 | | | | 1,218,900 | |
T-Mobile USA, Inc., 6.633%, 4/28/21 | | | 1,185,000 | | | | 1,238,325 | |
T-Mobile USA, Inc., 6.25%, 4/01/21 | | | 2,955,000 | | | | 3,051,038 | |
T-Mobile USA, Inc., 6.5%, 1/15/26 | | | 1,380,000 | | | | 1,393,096 | |
Wind Acquisition Finance S.A., 7.375%, 4/23/21 (n) | | | 2,425,000 | | | | 2,291,625 | |
Wind Acquisition Finance S.A., 4.75%, 7/15/20 (n) | | | 1,050,000 | | | | 1,039,500 | |
| | | | | | | | |
| | | $ | 24,515,394 | |
| | | | | | | | |
Telephone Services – 0.5% | | | | | | | | |
Level 3 Financing, Inc., 5.375%, 1/15/24 (n) | | $ | 535,000 | | | $ | 537,675 | |
Level 3 Financing, Inc., 5.375%, 5/01/25 (n) | | | 2,140,000 | | | | 2,129,300 | |
| | | | | | | | |
| | | $ | 2,666,975 | |
| | | | | | | | |
Transportation – Services – 1.4% | | | | | | | | |
Jack Cooper Holdings Corp., 10.25%, 6/01/20 (n) | | $ | 1,830,000 | | | $ | 1,518,900 | |
Navios Maritime Acquisition Corp., 8.125%, 11/15/21 (n) | | | 1,504,000 | | | | 1,312,240 | |
Navios Maritime Holding, Inc., 7.375%, 1/15/22 (n) | | | 2,025,000 | | | | 1,012,500 | |
Stena AB, 7%, 2/01/24 (n) | | | 2,505,000 | | | | 2,129,250 | |
Syncreon Group BV/Syncre, 8.625%, 11/01/21 (n) | | | 1,405,000 | | | | 1,102,925 | |
Ultrapetrol (Bahamas) Ltd., 8.875%, 6/15/21 (d) | | | 585,000 | | | | 58,500 | |
| | | | | | | | |
| | | $ | 7,134,315 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Utilities – Electric Power – 1.8% | | | | | | | | |
Calpine Corp., 5.5%, 2/01/24 | | $ | 1,185,000 | | | $ | 1,045,763 | |
Covanta Holding Corp., 6.375%, 10/01/22 | | | 400,000 | | | | 398,000 | |
Covanta Holding Corp., 7.25%, 12/01/20 | | | 1,570,000 | | | | 1,623,969 | |
Covanta Holding Corp., 5.875%, 3/01/24 | | | 765,000 | | | | 692,325 | |
NRG Energy, Inc., 6.625%, 3/15/23 | | | 1,960,000 | | | | 1,700,300 | |
NRG Energy, Inc., 6.25%, 7/15/22 | | | 350,000 | | | | 303,625 | |
NRG Energy, Inc., 8.25%, 9/01/20 | | | 1,645,000 | | | | 1,595,650 | |
TerraForm Power Operating LLC, 6.125%, 6/15/25 (n) | | | 1,715,000 | | | | 1,380,575 | |
| | | | | | | | |
| | | $ | 8,740,207 | |
| | | | | | | | |
Total Bonds (Identified Cost, $516,114,711) | | | $ | 455,730,813 | |
| | | | | | | | |
|
FLOATING RATE LOANS (g)(r) – 3.5% | |
Aerospace – 0.3% | | | | | | | | |
TransDigm, Inc., Term Loan C, 3.75%, 2/28/20 | | $ | 1,442,359 | | | $ | 1,406,500 | |
| | | | | | | | |
Building – 0.2% | | | | | | | | |
ABC Supply Co., Inc., Term Loan, 3.5%, 4/16/20 | | $ | 906,252 | | | $ | 895,830 | |
| | | | | | | | |
Cable TV – 0.2% | | | | | | | | |
Cequel Communications LLC, Term Loan B, 3.5%, 2/14/19 | | $ | 837,008 | | | $ | 822,779 | |
| | | | | | | | |
Conglomerates – 0.2% | | | | | | | | |
Entegris, Inc., Term Loan B, 3.5%, 4/30/21 | | $ | 1,077,877 | | | $ | 1,067,098 | |
| | | | | | | | |
Consumer Services – 0.2% | | | | | | | | |
Realogy Corp., Term Loan B, 3.75%, 3/05/20 | | $ | 1,160,019 | | | $ | 1,150,835 | |
| | | | | | | | |
Containers – 0.2% | | | | | | | | |
Berry Plastics Holding Corp., Term Loan E, 3.75%, 1/06/21 | | $ | 715,049 | | | $ | 704,025 | |
| | | | | | | | |
Electronics – 0.3% | | | | | | | | |
Avago Technologies Cayman Ltd., Term Loan B, 3.75%, 5/06/21 | | $ | 1,682,088 | | | $ | 1,678,934 | |
| | | | | | | | |
Energy – Independent – 0.1% | | | | | | | | |
MEG Energy Corp., Term Loan, 3.75%, 3/31/20 | | $ | 511,973 | | | $ | 443,710 | |
| | | | | | | | |
Entertainment – 0.1% | | | | | | | | |
Cedar Fair LP, Term Loan B, 3.25%, 3/06/20 | | $ | 601,437 | | | $ | 601,061 | |
| | | | | | | | |
Gaming & Lodging – 0.2% | | | | | | | | |
Hilton Worldwide Finance LLC, Term Loan B2, 3.5%, 10/25/20 | | $ | 1,102,953 | | | $ | 1,099,645 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.3% | |
DaVita HealthCare Partners, Inc., Term Loan B, 3.5%, 6/24/21 | | $ | 1,455,608 | | | $ | 1,446,147 | |
| | | | | | | | |
Printing & Publishing – 0.2% | | | | | | | | |
CBS Outdoor Americas Capital LLC, Term Loan B, 3%, 1/31/21 | | $ | 1,022,211 | | | $ | 1,006,878 | |
| | | | | | | | |
Retailers – 0.1% | | | | | | | | |
Rite Aid Corp., Second Lien Term Loan, 4.87%, 6/21/21 | | $ | 360,499 | | | $ | 359,260 | |
| | | | | | | | |
11
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
FLOATING RATE LOANS (g)(r) – continued | |
Transportation – Services – 0.5% | |
Commercial Barge Line Co., First Lien Term Loan, 9.75%, 11/12/20 | | $ | 2,750,532 | | | $ | 2,516,737 | |
| | | | | | | | |
Utilities – Electric Power – 0.4% | |
Calpine Construction Finance Co. LP, Term Loan B1, 3%, 5/03/20 | | $ | 1,796,080 | | | $ | 1,695,050 | |
| | | | | | | | |
Total Floating Rate Loans (Identified Cost, $17,285,224) | | | $ | 16,894,489 | |
| | | | | | | | |
| | |
COMMON STOCKS – 0.4% | | | | | | | | |
Automotive – 0.0% | | | | | | | | |
Accuride Corp. (a) | | | 42,065 | | | $ | 69,828 | |
| | | | | | | | |
Special Products & Services – 0.4% | | | | | | | | |
iShares iBoxx $ High Yield Corporate Bond ETF | | | 22,373 | | | $ | 1,802,816 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $2,672,798) | | | $ | 1,872,644 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
MONEY MARKET FUNDS – 2.0% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 9,842,222 | | | $ | 9,842,222 | |
| | | | | | | | |
Total Investments (Identified Cost, $545,914,955) | | | $ | 484,340,168 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 1.3% | | | | 6,555,013 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 490,895,181 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(g) | | The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated. |
(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 $185,866,651, representing 37.9% of net assets. |
(p) | | Payment-in-kind security for which interest income may be received in additional securities and/or cash. During the period, the following amount of interest income was received in additional securities and/or cash: |
| | | | | | | | |
Payment-in-kind Securities | | Cash | | | Additional Securities | |
Schaeffler Finance B.V., 6.875%, 8/15/18 | | | $105,188 | | | | $— | |
Schaeffler Holding Finance B.V., 6.25%, 11/15/19 | | | 17,500 | | | | — | |
Total | | | $122,688 | | | | $— | |
(r) | | Remaining maturities of floating rate loans may be less than 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. Floating rate loans generally have rates of interest which are determined periodically by reference to a base lending rate plus a premium. |
(v) | | Underlying affiliated fund 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 | |
American Media, Inc., 13.5%, 6/15/18 | | 12/22/10 | | | $196,326 | | | | $195,208 | |
CWCapital Cobalt Ltd., CDO, “F”, FRN, 1.62%, 4/26/50 | | 4/12/06 | | | 1,080,058 | | | | 11 | |
Frontier Communications Corp., 11%, 9/15/25 | | 12/16/15-12/18/15 | | | 286,521 | | | | 297,000 | |
MPLX LP, 5.5%, 2/15/23 | | 8/06/12-10/07/14 | | | 2,131,484 | | | | 1,850,625 | |
MPLX LP, 4.5%, 7/15/23 | | 4/01/13-4/18/13 | | | 395,152 | | | | 351,617 | |
Plastipak Holdings, Inc., 6.5%, 10/01/21 | | 12/10/15-12/11/15 | | | 338,983 | | | | 337,750 | |
Total Restricted Securities | | | | | | | | | $3,032,211 | |
% of Net assets | | | | | | | | | 0.6% | |
12
MFS High Yield Portfolio
Portfolio of Investments – continued
The following abbreviations are used in this report and are defined:
CDO | | Collateralized Debt Obligation |
FRN | | Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end. |
PLC | | Public Limited Company |
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:
Derivative Contracts at 12/31/15
Forward Foreign Currency Exchange Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | | | | | | | |
Type | | Currency | | | Counterparty | | Contracts to Deliver/Receive | | Settlement Date Range | | In Exchange For | | | Contracts at Value | | | Net Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | |
SELL | | | | | EUR | | | Goldman Sachs International | | 1,106,021 | | 1/15/16 | | $ | 1,247,932 | | | $ | 1,202,277 | | | $ | 45,655 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Futures Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Contracts | �� | | Value | | Expiration Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | |
U.S. Treasury Note 10 yr (Short) | | | USD | | | | 56 | | | $7,050,750 | | | March - 2016 | | | | $28,597 | |
| | | | | | | | | | | | | | | | | | |
At December 31, 2015, the fund had cash collateral of $75,600 to cover any commitments for certain derivative contracts. Cash collateral is comprised of “Deposits with brokers” in the Statement of Assets and Liabilities.
See Notes to Financial Statements
13
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $536,072,733) | | | $474,497,946 | | | | | |
Underlying affiliated funds, at cost and value | | | 9,842,222 | | | | | |
Total investments, at value (identified cost, $545,914,955) | | | $484,340,168 | | | | | |
Cash | | | 137,630 | | | | | |
Deposits with brokers | | | 75,600 | | | | | |
Receivables for | | | | | | | | |
Forward foreign currency exchange contracts | | | 45,655 | | | | | |
Investments sold | | | 125,438 | | | | | |
Fund shares sold | | | 343,329 | | | | | |
Interest | | | 8,889,325 | | | | | |
Receivable from investment adviser | | | 27,513 | | | | | |
Other assets | | | 4,401 | | | | | |
Total assets | | | | | | | $493,989,059 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Daily variation margin on open futures contracts | | | $14,000 | | | | | |
Investments purchased | | | 125,438 | | | | | |
Fund shares reacquired | | | 2,832,144 | | | | | |
Payable to affiliates | | | | | | | | |
Shareholder servicing costs | | | 84 | | | | | |
Distribution and/or service fees | | | 974 | | | | | |
Payable for independent Trustees’ compensation | | | 96 | | | | | |
Accrued expenses and other liabilities | | | 121,142 | | | | | |
Total liabilities | | | | | | | $3,093,878 | |
Net assets | | | | | | | $490,895,181 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $575,210,395 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | (61,500,488 | ) | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | (55,187,120 | ) | | | | |
Undistributed net investment income | | | 32,372,394 | | | | | |
Net assets | | | | | | | $490,895,181 | |
Shares of beneficial interest outstanding | | | | | | | 90,593,277 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $419,474,369 | | | | 77,287,081 | | | | $5.43 | |
Service Class | | | 71,420,812 | | | | 13,306,196 | | | | 5.37 | |
| | | | | | | | | | | | |
See Notes to Financial Statements
14
MFS High Yield 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 12/31/15 | | | | | | | | |
Net investment income | | | | | |
Income | | | | | | | | |
Interest | | | $34,623,301 | | | | | |
Dividends | | | 197,458 | | | | | |
Dividends from underlying affiliated funds | | | 12,871 | | | | | |
Total investment income | | | | | | | $34,833,630 | |
Expenses | | | | | | | | |
Management fee | | | $3,965,980 | | | | | |
Distribution and/or service fees | | | 201,783 | | | | | |
Shareholder servicing costs | | | 20,597 | | | | | |
Administrative services fee | | | 98,278 | | | | | |
Independent Trustees’ compensation | | | 16,275 | | | | | |
Custodian fee | | | 60,935 | | | | | |
Shareholder communications | | | 86,384 | | | | | |
Audit and tax fees | | | 73,741 | | | | | |
Legal fees | | | 27,900 | | | | | |
Miscellaneous | | | 37,981 | | | | | |
Total expenses | | | | | | | $4,589,854 | |
Fees paid indirectly | | | (521 | ) | | | | |
Reduction of expenses by investment adviser | | | (306,688 | ) | | | | |
Net expenses | | | | | | | $4,282,645 | |
Net investment income | | | | | | | $30,550,985 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $(7,922,293 | ) | | | | |
Futures contracts | | | (151,542 | ) | | | | |
Foreign currency | | | (80,012 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $(8,153,847 | ) |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(43,411,969 | ) | | | | |
Futures contracts | | | 66,418 | | | | | |
Translation of assets and liabilities in foreign currencies | | | 46,024 | | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(43,299,527 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(51,453,374 | ) |
Change in net assets from operations | | | | | | | $(20,902,389 | ) |
See Notes to Financial Statements
15
MFS High Yield 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $30,550,985 | | | | $35,987,701 | |
Net realized gain (loss) on investments and foreign currency | | | (8,153,847 | ) | | | 11,166,600 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (43,299,527 | ) | | | (27,294,937 | ) |
Change in net assets from operations | | | $(20,902,389 | ) | | | $19,859,364 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(38,420,241 | ) | | | $(34,697,077 | ) |
Change in net assets from fund share transactions | | | $(48,143,205 | ) | | | $(90,410,935 | ) |
Total change in net assets | | | $(107,465,835 | ) | | | $(105,248,648 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 598,361,016 | | | | 703,609,664 | |
At end of period (including undistributed net investment income of $32,372,394 and $38,383,299, respectively) | | | $490,895,181 | | | | $598,361,016 | |
See Notes to Financial Statements
16
MFS High Yield 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $6.11 | | | | $6.28 | | | | $6.05 | | | | $5.64 | | | | $5.96 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.33 | | | | $0.35 | | | | $0.36 | | | | $0.40 | | | | $0.41 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.57 | ) | | | (0.17 | ) | | | 0.02 | | | | 0.42 | | | | (0.18 | ) |
Total from investment operations | | | $(0.24 | ) | | | $0.18 | | | | $0.38 | | | | $0.82 | | | | $0.23 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.44 | ) | | | $(0.35 | ) | | | $(0.15 | ) | | | $(0.41 | ) | | | $(0.55 | ) |
Net asset value, end of period (x) | | | $5.43 | | | | $6.11 | | | | $6.28 | | | | $6.05 | | | | $5.64 | |
Total return (%) (k)(r)(s)(x) | | | (4.22 | ) | | | 2.81 | | | | 6.42 | | | | 14.91 | | | | 4.13 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.77 | | | | 0.77 | | | | 0.76 | | | | 0.81 | | | | 0.86 | |
Expenses after expense reductions (f) | | | 0.72 | | | | 0.74 | | | | 0.75 | | | | 0.79 | | | | 0.81 | |
Net investment income | | | 5.43 | | | | 5.44 | | | | 5.79 | | | | 6.65 | | | | 6.97 | |
Portfolio turnover | | | 33 | | | | 43 | | | | 52 | | | | 48 | | | | 57 | |
Net assets at end of period (000 omitted) | | | $419,474 | | | | $514,089 | | | | $600,994 | | | | $368,899 | | | | $145,773 | |
See Notes to Financial Statements
17
MFS High Yield Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $6.04 | | | | $6.21 | | | | $5.99 | | | | $5.59 | | | | $5.91 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.31 | | | | $0.33 | | | | $0.34 | | | | $0.38 | | | | $0.40 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.56 | ) | | | (0.16 | ) | | | 0.02 | | | | 0.41 | | | | (0.19 | ) |
Total from investment operations | | | $(0.25 | ) | | | $0.17 | | | | $0.36 | | | | $0.79 | | | | $0.21 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.42 | ) | | | $(0.34 | ) | | | $(0.14 | ) | | | $(0.39 | ) | | | $(0.53 | ) |
Net asset value, end of period (x) | | | $5.37 | | | | $6.04 | | | | $6.21 | | | | $5.99 | | | | $5.59 | |
Total return (%) (k)(r)(s)(x) | | | (4.42 | ) | | | 2.53 | | | | 6.10 | | | | 14.54 | | | | 3.86 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.02 | | | | 1.02 | | | | 1.01 | | | | 1.06 | | | | 1.11 | |
Expenses after expense reductions (f) | | | 0.97 | | | | 0.99 | | | | 1.00 | | | | 1.04 | | | | 1.06 | |
Net investment income | | | 5.18 | | | | 5.19 | | | | 5.56 | | | | 6.46 | | | | 6.73 | |
Portfolio turnover | | | 33 | | | | 43 | | | | 52 | | | | 48 | | | | 57 | |
Net assets at end of period (000 omitted) | | | $71,421 | | | | $84,272 | | | | $102,616 | | | | $110,426 | | | | $83,400 | |
(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
18
MFS High Yield Portfolio
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 high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. 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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. 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. 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. Values obtained from 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
19
MFS High Yield Portfolio
Notes to Financial Statements – continued
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 halting 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 not reflected in total investments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $1,872,644 | | | | $— | | | | $— | | | | $1,872,644 | |
U.S. Corporate Bonds | | | — | | | | 383,769,877 | | | | — | | | | 383,769,877 | |
Commercial Mortgage-Backed Securities | | | — | | | | 208,874 | | | | — | | | | 208,874 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 171,515 | | | | — | | | | 171,515 | |
Foreign Bonds | | | — | | | | 71,580,547 | | | | — | | | | 71,580,547 | |
Floating Rate Loans | | | — | | | | 16,894,489 | | | | — | | | | 16,894,489 | |
Mutual Funds | | | 9,842,222 | | | | — | | | | — | | | | 9,842,222 | |
Total Investments | | | $11,714,866 | | | | $472,625,302 | | | | $— | | | | $484,340,168 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts | | | $28,597 | | | | $— | | | | $— | | | | $28,597 | |
Forward Foreign Currency Exchange Contracts | | | — | | | | 45,655 | | | | — | | | | 45,655 | |
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 for different purposes, 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 were futures contracts and forward foreign currency exchange contracts. 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.
20
MFS High Yield Portfolio
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, 2015 as reported in the Statement of Assets and Liabilities:
| | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | |
Interest Rate | | Interest Rate Futures | | | $28,597 | |
Foreign Exchange | | Forward Foreign Currency Exchange | | | 45,655 | |
Total | | | | | $74,252 | |
(a) | The value of futures contracts includes cumulative appreciation (depreciation) as 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, 2015 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Foreign Currency | |
Interest Rate | | | $(151,542 | ) | | | $— | |
Foreign Exchange | | | — | | | | (77,376 | ) |
Total | | | $(151,542 | ) | | | $(77,376 | ) |
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Translation of Assets and Liabilities in Foreign Currencies | |
Interest Rate | | | $66,418 | | | | $— | |
Foreign Exchange | | | — | | | | 45,391 | |
Total | | | $66,418 | | | | $45,391 | |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
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 certain 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
21
MFS High Yield Portfolio
Notes to Financial Statements – continued
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 foreign currency.
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, an industry accepted settlement system. 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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.
22
MFS High Yield Portfolio
Notes to Financial Statements – continued
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to expiration of capital loss carryforwards and amortization and accretion of debt securities.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $38,420,241 | | | | $34,697,077 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $549,105,958 | |
Gross appreciation | | | 2,216,539 | |
Gross depreciation | | | (66,982,329 | ) |
Net unrealized appreciation (depreciation) | | | $(64,765,790 | ) |
Undistributed ordinary income | | | 32,514,633 | |
Capital loss carryforwards | | | (51,967,520 | ) |
Other temporary differences | | | (96,537 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after December 31, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains as follows:
| | | | |
Pre-enactment losses which expire as follows: | | | | |
12/31/16 | | | $(30,768,220 | ) |
12/31/17 | | | (11,194,472 | ) |
Total | | | $(41,962,692 | ) |
| | | | |
Post-enactment losses which are characterized as follows: | | | | |
Short-Term | | | $(2,122,707 | ) |
Long-Term | | | (7,882,121 | ) |
Total | | | $(10,004,828 | ) |
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:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $33,239,093 | | | | $29,997,899 | |
Service Class | | | 5,181,148 | | | | 4,699,178 | |
Total | | | $38,420,241 | | | | $34,697,077 | |
23
MFS High Yield 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:
| | | | |
First $1 billion of average daily net assets | | | 0.70% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $39,282, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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, 2017. For the year ended December 31, 2015, this reduction amounted to $267,406, 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, 2015, the fee was $19,747, which equated to 0.0035% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $850.
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, 2015 was equivalent to an annual effective rate of 0.0174% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $1,820 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $178,343,720 and $224,416,122, respectively.
24
MFS High Yield Portfolio
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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 7,272,617 | | | | $43,207,018 | | | | 2,991,264 | | | | $19,007,846 | |
Service Class | | | 6,839,974 | | | | 39,829,157 | | | | 2,757,244 | | | | 16,995,501 | |
| | | 14,112,591 | | | | $83,036,175 | | | | 5,748,508 | | | | $36,003,347 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 5,903,924 | | | | $33,239,093 | | | | 4,791,997 | | | | $29,997,899 | |
Service Class | | | 928,521 | | | | 5,181,148 | | | | 757,932 | | | | 4,699,178 | |
| | | 6,832,445 | | | | $38,420,241 | | | | 5,549,929 | | | | $34,697,077 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (20,061,056 | ) | | | $(119,929,306 | ) | | | (19,315,849 | ) | | | $(123,140,577 | ) |
Service Class | | | (8,414,478 | ) | | | (49,670,315 | ) | | | (6,083,157 | ) | | | (37,970,782 | ) |
| | | (28,475,534 | ) | | | $(169,599,621 | ) | | | (25,399,006 | ) | | | $(161,111,359 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (6,884,515 | ) | | | $(43,483,195 | ) | | | (11,532,588 | ) | | | $(74,134,832 | ) |
Service Class | | | (645,983 | ) | | | (4,660,010 | ) | | | (2,567,981 | ) | | | (16,276,103 | ) |
| | | (7,530,498 | ) | | | $(48,143,205 | ) | | | (14,100,569 | ) | | | $(90,410,935 | ) |
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 19%, 7%, and 5%, respectively, of the value of outstanding voting shares of the fund.
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $1,834 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 13,904,801 | | | | 166,943,569 | | | | (171,006,148 | ) | | | 9,842,222 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $12,871 | | | | $9,842,222 | |
In May 2015, the Motors Liquidation Company Avoidance Action Trust (hereafter, “AAT”) served upon the fund a complaint in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of New York, captioned Motors Liquidation Company Avoidance Action Trust v. JPMorgan Chase Bank, N.A., et al. (No. 09-00504 (REG)). The complaint, which was originally filed in 2009 but not served on the fund until 2015, names as defendants over 500 entities (including the fund) that held an interest in a $1.5 billion General Motors (GM) term loan in 2009, when GM filed for bankruptcy. The AAT alleges that the fund and the other term loan lenders were improperly treated as secured lenders with respect to the term loan shortly before and immediately after
25
MFS High Yield Portfolio
Notes to Financial Statements – continued
GM’s bankruptcy, receiving full principal and interest payments under the loan. The AAT alleges that the fund and other term loan lenders should have been treated as unsecured (or partially unsecured) creditors because the main lien securing the collateral was allegedly not perfected at the time of GM’s bankruptcy due to an erroneous filing in October 2008 that terminated the financing statement perfecting the lien. The AAT seeks to claw back payments made to the fund and the other term loan lenders after, and during the 90 days before, GM’s June 2009 bankruptcy petition. During that time period, the fund received term loan payments of approximately $3,720,000. The fund cannot predict the outcome of this proceeding. Among other things, it is unclear whether AAT’s claims will succeed; what the fund would be entitled to as an unsecured (or partially unsecured) creditor, given the existence of other collateral not impacted by the erroneous October 2008 filing; and whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.
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MFS High Yield Portfolio
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS High Yield Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian, brokers, and agent banks; when replies were not received from brokers or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS High Yield Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
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MFS High Yield Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
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MFS High Yield Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
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MFS High Yield Portfolio
Trustees and Officers – continued
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 Managers William Adams David Cole | | |
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MFS High Yield Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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.
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
31
MFS High Yield Portfolio
Board Review of Investment Advisory Agreement – continued
total expense ratios of peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
32
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
33
rev. 3/11
| | | | |
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. |
34
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
35
ANNUAL REPORT
December 31, 2015
MFS® INTERNATIONAL GROWTH PORTFOLIO
MFS® Variable Insurance Trust II
FCI-ANN
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
MFS International Growth Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS International Growth Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Roche Holding AG | | | 4.1% | |
Nestle S.A. | | | 3.8% | |
Danone S.A. | | | 3.2% | |
Accenture PLC, “A” | | | 3.1% | |
Novartis AG | | | 3.0% | |
UBS AG | | | 2.8% | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 2.7% | |
AIA Group Ltd. | | | 2.6% | |
Compass Group PLC | | | 2.6% | |
Pernod Ricard S.A. | | | 2.5% | |
| |
Equity sectors | | | | |
Consumer Staples | | | 20.5% | |
Health Care | | | 16.9% | |
Financial Services | | | 13.0% | |
Special Products & Services | | | 9.9% | |
Technology | | | 9.5% | |
Basic Materials | | | 8.2% | |
Industrial Goods & Services | | | 7.8% | |
Retailing | | | 6.3% | |
Leisure | | | 4.9% | |
Energy | | | 2.5% | |
Transportation | | | 2.1% | |
Autos & Housing | | | 1.0% | |
Utilities & Communications | | | 0.7% | |
| | | | |
Issuer country weightings (x) | | | | |
United Kingdom | | | 19.1% | |
Switzerland | | | 16.1% | |
France | | | 15.8% | |
Germany | | | 9.8% | |
Japan | | | 8.0% | |
Canada | | | 3.6% | |
Taiwan | | | 3.2% | |
Denmark | | | 2.9% | |
Hong Kong | | | 2.8% | |
Other Countries | | | 18.7% | |
| |
Currency exposure weightings (y) | | | | |
Euro | | | 30.2% | |
British Pound Sterling | | | 19.1% | |
Swiss Franc | | | 16.1% | |
Japanese Yen | | | 8.0% | |
United States Dollar | | | 4.5% | |
Hong Kong Dollar | | | 4.0% | |
Taiwan Dollar | | | 3.2% | |
Danish Krone | | | 2.9% | |
Indian Rupee | | | 2.3% | |
Other Currencies | | | 9.7% | |
(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. |
From time to time Cash & Cash Equivalents may be negative due to timing of cash receipts.
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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS International Growth Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS International Growth Portfolio (“fund”) provided a total return of 0.32%, while Service Class shares of the fund provided a total return of 0.10%. These compare with a return of –0.91% over the same period for the fund’s benchmark, the MSCI All Country World (ex-US) Growth Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
Security selection in the financial services sector contributed to performance relative to the MSCI All Country World (ex-US) Growth Index. Within this sector, overweight positions in financial services firms UBS AG (Switzerland) and KBC Groep (h) (Belgium) contributed to relative results. Shares of UBS AG traded higher after the company reported positive earnings driven by strong performance from their Wealth Management, Investment Banking and Global Asset Management divisions.
Stock selection in the special products & services sector also benefited relative returns. The fund’s position in management consulting firm Accenture (b) supported relative results. Shares of Accenture appreciated during the period after the company reported better-than-expected earnings which were driven by strong results in its consulting division.
Other top relative contributors during the period included overweight positions in system services provider OBIC (Japan), tobacco company Japan Tobacco (Japan), food & beverage company Chr. Hansen (Denmark), software company Dassault Systems (France) and chemical company LG Chem (South Korea). Holdings of betting and gaming company Paddy Power (b) (Ireland) and food and drug store retailer Sundrug (b) (Japan) also helped relative returns. Shares of Paddy Power rose following continued market share gains and news of a proposed merger with rival online gambling and gaming company Betfair.
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 another positive factor for 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.
Detractors from Performance
Security selection in the industrial goods & services sector weighed on relative performance. An overweight position in engineering solutions provider Weir Group (United Kingdom), and the fund’s positions in engine maker Rolls-Royce Holdings (b) (United Kingdom) and electricity distribution company Schneider Electric (b) (France), hindered relative results. Shares of Weir Group declined during the period as sales and profits were hurt as a result of the group’s exposure to customers impacted by falling oil and gas prices.
Stock selection in the transportation sector also detracted from relative performance. An overweight position in railroad company Canadian National Railway (Canada) held back relative results as the stock underperformed the benchmark during the period.
Security selection in the consumer staples sector further detracted from relative performance. Here, an overweight position in Want Want China Holdings (China) hurt relative results.
3
MFS International Growth Portfolio
Management Review – continued
Elsewhere, overweight positions of luxury goods retailer Burberry Group (United Kingdom), financial services company Credicorp (Peru), integrated circuits manufacturer MediaTek (Taiwan) and industrial gas supplier Linde (Germany), and not holding a position in internet software service provider Tencent Holdings (China), weakened relative results. Shares of Burberry Group declined as sales came in below market consensus due, in part, to slower Chinese consumer spending.
Respectfully,
| | | | |
David Antonelli | | Matthew Barrett | | Kevin Dwan |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
Note to Shareholders: Effective March 31, 2015, Matthew Barrett became a Portfolio Manager of the Fund.
The views expressed in this report are those of the portfolio managers 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.
4
MFS International Growth Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/03/96 | | 0.32% | | 3.02% | | 5.01% | | |
| | Service Class | | 8/24/01 | | 0.10% | | 2.77% | | 4.76% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | MSCI All Country World (ex-US) Growth Index (f) | | (0.91)% | | 2.48% | | 4.02% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
MSCI All Country World (ex-US) Growth Index – 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.
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.
5
MFS International Growth Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 1.03% | | | | $1,000.00 | | | | $948.94 | | | | $5.06 | |
| Hypothetical (h) | | | 1.03% | | | | $1,000.00 | | | | $1,020.01 | | | | $5.24 | |
Service Class | | Actual | | | 1.28% | | | | $1,000.00 | | | | $948.54 | | | | $6.29 | |
| Hypothetical (h) | | | 1.28% | | | | $1,000.00 | | | | $1,018.75 | | | | $6.51 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS International Growth Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 103.3% | | | | | |
Aerospace – 0.8% | | | | | | | | |
Rolls-Royce Holdings PLC | | | 162,490 | | | $ | 1,377,371 | |
| | | | | | | | |
Alcoholic Beverages – 5.8% | | | | | | | | |
AmBev S.A., ADR | | | 179,706 | | | $ | 801,489 | |
Carlsberg A.S., “B” | | | 22,508 | | | | 1,990,044 | |
Diageo PLC | | | 100,430 | | | | 2,738,775 | |
Pernod Ricard S.A. | | | 35,742 | | | | 4,063,544 | |
| | | | | | | | |
| | | | | | $ | 9,593,852 | |
| | | | | | | | |
Apparel Manufacturers – 4.1% | | | | | | | | |
Burberry Group PLC | | | 88,451 | | | $ | 1,558,214 | |
Kering S.A. | | | 8,640 | | | | 1,472,721 | |
LVMH Moet Hennessy Louis Vuitton S.A. | | | 24,266 | | | | 3,793,423 | |
| | | | | | | | |
| | | | | | $ | 6,824,358 | |
| | | | | | | | |
Automotive – 0.5% | | | | | | | | |
Guangzhou Automobile Group Co. Ltd., “H” | | | 892,000 | | | $ | 789,688 | |
| | | | | | | | |
Broadcasting – 2.2% | | | | | | | | |
WPP PLC | | | 155,141 | | | $ | 3,570,991 | |
| | | | | | | | |
Business Services – 9.9% | | | | | | | | |
Accenture PLC, “A” | | | 48,601 | | | $ | 5,078,805 | |
Amadeus IT Holding S.A. | | | 39,935 | | | | 1,758,469 | |
Brenntag AG | | | 43,748 | | | | 2,283,309 | |
Compass Group PLC | | | 242,374 | | | | 4,198,366 | |
Experian Group Ltd. | | | 63,723 | | | | 1,126,017 | |
Intertek Group PLC | | | 46,043 | | | | 1,883,014 | |
| | | | | | | | |
| | | | | | $ | 16,327,980 | |
| | | | | | | | |
Computer Software – 3.3% | | | | | | | | |
Dassault Systems S.A. | | | 22,258 | | | $ | 1,780,832 | |
OBIC Co. Ltd. | | | 33,300 | | | | 1,765,283 | |
SAP AG | | | 24,695 | | | | 1,969,320 | |
| | | | | | | | |
| | | | | | $ | 5,515,435 | |
| | | | | | | | |
Computer Software – Systems – 1.4% | | | | | |
NICE Systems Ltd., ADR | | | 38,842 | | | $ | 2,226,423 | |
| | | | | | | | |
Construction – 0.5% | | | | | | | | |
Toto Ltd. | | | 22,700 | | | $ | 795,894 | |
| | | | | | | | |
Consumer Products – 4.7% | | | | | | | | |
Hengan International Group Co. Ltd. | | | 69,500 | | | $ | 652,058 | |
L’Oréal | | | 16,282 | | | | 2,739,294 | |
Reckitt Benckiser Group PLC | | | 37,782 | | | | 3,477,793 | |
Uni-Charm Corp. | | | 46,100 | | | | 939,863 | |
| | | | | | | | |
| | | | | | $ | 7,809,008 | |
| | | | | | | | |
Containers – 0.9% | | | | | | | | |
Brambles Ltd. | | | 181,517 | | | $ | 1,518,947 | |
| | | | | | | | |
Electrical Equipment – 4.9% | | | | | | | | |
Legrand S.A. | | | 17,745 | | | $ | 1,001,543 | |
Mettler-Toledo International, Inc. (a) | | | 9,058 | | | | 3,071,840 | |
Prysmian S.p.A. | | | 71,537 | | | | 1,564,791 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Electrical Equipment – continued | | | | | | | | |
Schneider Electric S.A. | | | 42,051 | | | $ | 2,394,210 | |
| | | | | | | | |
| | | | | | $ | 8,032,384 | |
| | | | | | | | |
Electronics – 3.2% | | | | | | | | |
MediaTek, Inc. | | | 99,000 | | | $ | 748,178 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 195,834 | | | | 4,455,224 | |
| | | | | | | | |
| | | | | | $ | 5,203,402 | |
| | | | | | | | |
Energy – Independent – 1.2% | | | | | | | | |
INPEX Corp. | | | 146,900 | | | $ | 1,448,895 | |
Oil Search Ltd. | | | 115,197 | | | | 562,425 | |
| | | | | | | | |
| | | | | | $ | 2,011,320 | |
| | | | | | | | |
Energy – Integrated – 1.3% | | | | | | | | |
BG Group PLC | | | 73,427 | | | $ | 1,064,788 | |
Suncor Energy, Inc. | | | 39,180 | | | | 1,011,426 | |
| | | | | | | | |
| | | | | | $ | 2,076,214 | |
| | | | | | | | |
Food & Beverages – 8.1% | | | | | | | | |
Chr. Hansen Holding A.S. | | | 12,764 | | | $ | 798,362 | |
Danone S.A. | | | 79,110 | | | | 5,338,926 | |
M. Dias Branco S.A. Industria e Comercio de Alimentos | | | 4,079 | | | | 68,563 | |
Nestle S.A. | | | 84,422 | | | | 6,257,668 | |
Want Want China Holdings Ltd. | | | 1,151,000 | | | | 851,374 | |
| | | | | | | | |
| | | | | | $ | 13,314,893 | |
| | | | | | | | |
Food & Drug Stores – 2.2% | | | | | | | | |
Dairy Farm International Holdings Ltd. | | | 61,200 | | | $ | 371,402 | |
Loblaw Cos. Ltd. | | | 28,546 | | | | 1,347,977 | |
Sundrug Co. Ltd. | | | 29,000 | | | | 1,865,111 | |
| | | | | | | | |
| | | | | | $ | 3,584,490 | |
| | | | | | | | |
Gaming & Lodging – 1.3% | | | | | | | | |
Paddy Power PLC | | | 15,656 | | | $ | 2,096,399 | |
| | | | | | | | |
Insurance – 2.6% | | | | | | | | |
AIA Group Ltd. | | | 723,400 | | | $ | 4,309,698 | |
| | | | | | | | |
Internet – 0.4% | | | | | | | | |
NAVER Corp. | | | 1,242 | | | $ | 691,681 | |
| | | | | | | | |
Machinery & Tools – 2.1% | | | | | | | | |
Atlas Copco AB, “A” (l) | | | 30,686 | | | $ | 747,562 | |
GEA Group AG | | | 13,810 | | | | 556,493 | |
Schindler Holding AG | | | 6,904 | | | | 1,156,052 | |
Weir Group PLC | | | 69,226 | | | | 1,018,248 | |
| | | | | | | | |
| | | | | | $ | 3,478,355 | |
| | | | | | | | |
Major Banks – 1.6% | | | | | | | | |
HSBC Holdings PLC | | | 330,028 | | | $ | 2,604,395 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.3% | | | | | |
Fresenius Medical Care AG & Co. KGaA | | | 25,988 | | | $ | 2,189,534 | |
| | | | | | | | |
7
MFS International Growth Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Medical Equipment – 4.1% | | | | | | | | |
Essilor International S.A. | | | 12,592 | | | $ | 1,569,668 | |
QIAGEN N.V. (a) | | | 28,009 | | | | 757,778 | |
Smith & Nephew PLC | | | 86,829 | | | | 1,536,852 | |
Sonova Holding AG | | | 8,438 | | | | 1,072,441 | |
Terumo Corp. | | | 56,600 | | | | 1,751,905 | |
| | | | | | | | |
| | | | | | $ | 6,688,644 | |
| | | | | | | | |
Network & Telecom – 1.3% | | | | | | | | |
Ericsson, Inc., “B” | | | 213,434 | | | $ | 2,067,472 | |
| | | | | | | | |
Other Banks & Diversified Financials – 8.8% | | | | | |
Aeon Credit Service Co. Ltd. | | | 39,600 | | | $ | 885,929 | |
Credicorp Ltd. | | | 8,505 | | | | 827,707 | |
DBS Group Holdings Ltd. | | | 152,400 | | | | 1,784,222 | |
Grupo Financiero Banorte S.A. de C.V. | | | 202,844 | | | | 1,117,999 | |
HDFC Bank Ltd. | | | 168,425 | | | | 2,743,430 | |
Julius Baer Group Ltd. | | | 36,878 | | | | 1,768,068 | |
Sberbank of Russia | | | 557,530 | | | | 773,363 | |
UBS AG | | | 237,008 | | | | 4,560,959 | |
| | | | | | | | |
| | | | | | $ | 14,461,677 | |
| | | | | | | | |
Pharmaceuticals – 11.5% | | | | | | | | |
Bayer AG | | | 30,182 | | | $ | 3,786,673 | |
Novartis AG | | | 56,970 | | | | 4,869,602 | |
Novo Nordisk A.S., “B” | | | 36,001 | | | | 2,069,351 | |
Roche Holding AG | | | 24,538 | | | | 6,762,382 | |
Shire PLC | | | 21,578 | | | | 1,478,823 | |
| | | | | | | | |
| | | | | | $ | 18,966,831 | |
| | | | | | | | |
Railroad & Shipping – 2.1% | | | | | | | | |
Canadian National Railway Co. | | | 62,449 | | | $ | 3,489,650 | |
| | | | | | | | |
Restaurants – 1.4% | | | | | | | | |
Whitbread PLC | | | 36,073 | | | $ | 2,331,193 | |
| | | | | | | | |
Specialty Chemicals – 7.3% | | | | | | | | |
Akzo Nobel N.V. | | | 31,897 | | | $ | 2,130,512 | |
Croda International PLC | | | 35,078 | | | | 1,563,495 | |
L’Air Liquide S.A. | | | 17,053 | | | | 1,915,288 | |
LG Chem Ltd. | | | 4,411 | | | | 1,218,290 | |
Linde AG | | | 17,323 | | | | 2,514,491 | |
Nippon Paint Holdings Co. Ltd. | | | 26,800 | | | | 648,268 | |
Symrise AG | | | 30,499 | | | | 2,023,195 | |
| | | | | | | | |
| | | | | | $ | 12,013,539 | |
| | | | | | | | |
Telecommunications – Wireless – 0.7% | | | | | |
SoftBank Corp. | | | 23,300 | | | $ | 1,174,182 | |
| | | | | | | | |
Tobacco – 1.8% | | | | | | | | |
ITC Ltd. | | | 228,959 | | | $ | 1,130,764 | |
Japan Tobacco, Inc. | | | 50,100 | | | | 1,839,529 | |
| | | | | | | | |
| | | | | | $ | 2,970,293 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $134,094,059) | | | | | | $ | 170,106,193 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
MONEY MARKET FUNDS – 0.5% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 894,493 | | | $ | 894,493 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.4% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | 583,622 | | | $ | 583,622 | |
| | | | | | | | |
Total Investments (Identified Cost, $135,572,174) | | | | | | $ | 171,584,308 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (4.2)% | | | | | | | (6,958,148 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 164,626,160 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(j) | | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | | A portion of this security is on loan. |
(v) | | Underlying affiliated fund 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 |
PLC | | Public Limited Company |
See Notes to Financial Statements
8
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $134,677,681) | | | $170,689,815 | | | | | |
Underlying affiliated funds, at cost and value | | | 894,493 | | | | | |
Total investments, at value, including $553,145 of securities on loan (identified cost, $135,572,174) | | | $171,584,308 | | | | | |
Cash | | | 12,589 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 500,509 | | | | | |
Interest and dividends | | | 341,445 | | | | | |
Other assets | | | 1,800 | | | | | |
Total assets | | | | | | | $172,440,651 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $7,146,002 | | | | | |
Collateral for securities loaned, at value | | | 583,622 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 8,696 | | | | | |
Shareholder servicing costs | | | 28 | | | | | |
Distribution and/or service fees | | | 366 | | | | | |
Payable for independent Trustees’ compensation | | | 23 | | | | | |
Accrued expenses and other liabilities | | | 75,754 | | | | | |
Total liabilities | | | | | | | $7,814,491 | |
Net assets | | | | | | | $164,626,160 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $120,829,615 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 35,990,515 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 6,067,626 | | | | | |
Undistributed net investment income | | | 1,738,404 | | | | | |
Net assets | | | | | | | $164,626,160 | |
Shares of beneficial interest outstanding | | | | | | | 13,109,781 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $138,482,440 | | | | 11,014,359 | | | | $12.57 | |
Service Class | | | 26,143,720 | | | | 2,095,422 | | | | 12.48 | |
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Dividends | | | $4,101,039 | | | | | |
Interest | | | 37,121 | | | | | |
Dividends from underlying affiliated funds | | | 1,251 | | | | | |
Foreign taxes withheld | | | (353,437 | ) | | | | |
Total investment income | | | | | | | $3,785,974 | |
Expenses | | | | | | | | |
Management fee | | | $1,695,028 | | | | | |
Distribution and/or service fees | | | 72,994 | | | | | |
Shareholder servicing costs | | | 6,575 | | | | | |
Administrative services fee | | | 39,124 | | | | | |
Independent Trustees’ compensation | | | 4,811 | | | | | |
Custodian fee | | | 115,880 | | | | | |
Shareholder communications | | | 12,484 | | | | | |
Audit and tax fees | | | 58,147 | | | | | |
Legal fees | | | 1,585 | | | | | |
Miscellaneous | | | 12,269 | | | | | |
Total expenses | | | | | | | $2,018,897 | |
Fees paid indirectly | | | (7 | ) | | | | |
Reduction of expenses by investment adviser | | | (13,075 | ) | | | | |
Net expenses | | | | | | | $2,005,815 | |
Net investment income | | | | | | | $1,780,159 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments (net of $16,288 country tax) | | | $8,387,506 | | | | | |
Foreign currency | | | (76,161 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $8,311,345 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments (net of $40,397 decrease in deferred country tax) | | | $(8,213,953 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | (4,899 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(8,218,852 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $92,493 | |
Change in net assets from operations | | | | | | | $1,872,652 | |
See Notes to Financial Statements
10
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $1,780,159 | | | | $2,923,883 | |
Net realized gain (loss) on investments and foreign currency | | | 8,311,345 | | | | 7,408,562 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (8,218,852 | ) | | | (20,404,041 | ) |
Change in net assets from operations | | | $1,872,652 | | | | $(10,071,596 | ) |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(2,816,463 | ) | | | $(1,789,349 | ) |
From net realized gain on investments | | | (6,958,032 | ) | | | (9,240,204 | ) |
Total distributions declared to shareholders | | | $(9,774,495 | ) | | | $(11,029,553 | ) |
Change in net assets from fund share transactions | | | $(22,561,179 | ) | | | $(3,440,851 | ) |
Total change in net assets | | | $(30,463,022 | ) | | | $(24,542,000 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 195,089,182 | | | | 219,631,182 | |
At end of period (including undistributed net investment income of $1,738,404 and $2,868,333, respectively) | | | $164,626,160 | | | | $195,089,182 | |
See Notes to Financial Statements
11
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $13.29 | | | | $14.77 | | | | $13.13 | | | | $11.08 | | | | $13.85 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.13 | | | | $0.21 | | | | $0.14 | | | | $0.15 | | | | $0.15 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.11 | )(g) | | | (0.90 | ) | | | 1.70 | | | | 2.02 | | | | (1.60 | ) |
Total from investment operations | | | $0.02 | | | | $(0.69 | ) | | | $1.84 | | | | $2.17 | | | | $(1.45 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.22 | ) | | | $(0.13 | ) | | | $(0.19 | ) | | | $(0.12 | ) | | | $(0.15 | ) |
From net realized gain on investments | | | (0.52 | ) | | | (0.66 | ) | | | (0.01 | ) | | | — | | | | (1.17 | ) |
Total distributions declared to shareholders | | | $(0.74 | ) | | | $(0.79 | ) | | | $(0.20 | ) | | | $(0.12 | ) | | | $(1.32 | ) |
Net asset value, end of period (x) | | | $12.57 | | | | $13.29 | | | | $14.77 | | | | $13.13 | | | | $11.08 | |
Total return (%) (k)(r)(s)(x) | | | 0.32 | | | | (4.98 | ) | | | 14.09 | | | | 19.71 | | | | (10.89 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.03 | | | | 1.02 | | | | 1.03 | | | | 1.04 | | | | 1.06 | |
Expenses after expense reductions (f) | | | 1.03 | | | | 1.01 | | | | 1.03 | | | | 1.04 | | | | N/A | |
Net investment income | | | 0.99 | | | | 1.44 | | | | 0.98 | | | | 1.23 | | | | 1.16 | |
Portfolio turnover | | | 22 | | | | 22 | | | | 26 | | | | 49 | | | | 52 | |
Net assets at end of period (000 omitted) | | | $138,482 | | | | $164,724 | | | | $186,566 | | | | $175,946 | | | | $188,066 | |
See Notes to Financial Statements
12
MFS International Growth Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $13.19 | | | | $14.66 | | | | $13.04 | | | | $11.00 | | | | $13.76 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.10 | | | | $0.17 | | | | $0.10 | | | | $0.12 | | | | $0.11 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.11 | )(g) | | | (0.88 | ) | | | 1.68 | | | | 2.01 | | | | (1.58 | ) |
Total from investment operations | | | $(0.01 | ) | | | $(0.71 | ) | | | $1.78 | | | | $2.13 | | | | $(1.47 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.18 | ) | | | $(0.10 | ) | | | $(0.15 | ) | | | $(0.09 | ) | | | $(0.12 | ) |
From net realized gain on investments | | | (0.52 | ) | | | (0.66 | ) | | | (0.01 | ) | | | — | | | | (1.17 | ) |
Total distributions declared to shareholders | | | $(0.70 | ) | | | $(0.76 | ) | | | $(0.16 | ) | | | $(0.09 | ) | | | $(1.29 | ) |
Net asset value, end of period (x) | | | $12.48 | | | | $13.19 | | | | $14.66 | | | | $13.04 | | | | $11.00 | |
Total return (%) (k)(r)(s)(x) | | | 0.10 | | | | (5.19 | ) | | | 13.76 | | | | 19.45 | | | | (11.11 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.28 | �� | | | 1.27 | | | | 1.28 | | | | 1.29 | | | | 1.31 | |
Expenses after expense reductions (f) | | | 1.28 | | | | 1.26 | | | | 1.28 | | | | 1.29 | | | | N/A | |
Net investment income | | | 0.72 | | | | 1.19 | | | | 0.72 | | | | 0.98 | | | | 0.89 | |
Portfolio turnover | | | 22 | | | | 22 | | | | 26 | | | | 49 | | | | 52 | |
Net assets at end of period (000 omitted) | | | $26,144 | | | | $30,365 | | | | $33,065 | | | | $28,781 | | | | $28,910 | |
(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
13
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 legal, political, and economic environment. The markets of emerging markets countries are generally more volatile than the markets of developed countries with more mature economies. All of the risks of investing in foreign securities previously described are heightened when investing in emerging markets countries.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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
14
MFS International Growth Portfolio
Notes to Financial Statements – continued
principally traded. Events that occur on a frequent basis 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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United Kingdom | | | $7,133,951 | | | | $24,394,384 | | | | $— | | | | $31,528,335 | |
Switzerland | | | 1,072,441 | | | | 25,374,731 | | | | — | | | | 26,447,172 | |
France | | | — | | | | 26,069,449 | | | | — | | | | 26,069,449 | |
Germany | | | 1,969,320 | | | | 14,111,473 | | | | — | | | | 16,080,793 | |
Japan | | | 1,448,895 | | | | 11,665,964 | | | | — | | | | 13,114,859 | |
United States | | | 8,150,645 | | | | — | | | | — | | | | 8,150,645 | |
Canada | | | 5,849,053 | | | | — | | | | — | | | | 5,849,053 | |
Taiwan | | | 4,455,224 | | | | 748,178 | | | | — | | | | 5,203,402 | |
Denmark | | | — | | | | 4,857,757 | | | | — | | | | 4,857,757 | |
Other Countries | | | 7,701,005 | | | | 25,103,723 | | | | — | | | | 32,804,728 | |
Mutual Funds | | | 1,478,115 | | | | — | | | | — | | | | 1,478,115 | |
Total Investments | | | $39,258,649 | | | | $132,325,659 | | | | $— | | | | $171,584,308 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $23,345,208 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $13,721,007 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 (“State Street”), 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
15
MFS International Growth Portfolio
Notes to Financial Statements – continued
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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $553,145. The fair value of the fund’s investment securities on loan and a related liability of $583,622 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to wash sale loss deferrals.
16
MFS International Growth Portfolio
Notes to Financial Statements – continued
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $3,792,943 | | | | $2,702,095 | |
Long-term capital gains | | | 5,981,552 | | | | 8,327,458 | |
Total distributions | | | $9,774,495 | | | | $11,029,553 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $137,445,766 | |
Gross appreciation | | | 43,152,145 | |
Gross depreciation | | | (9,013,603 | ) |
Net unrealized appreciation (depreciation) | | | $34,138,542 | |
Undistributed ordinary income | | | 2,235,379 | |
Undistributed long-term capital gain | | | 7,447,641 | |
Other temporary differences | | | (25,017 | ) |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $2,442,309 | | | | $1,588,243 | | | | $5,869,477 | | | | $7,863,786 | |
Service Class | | | 374,154 | | | | 201,106 | | | | 1,088,555 | | | | 1,376,418 | |
Total | | | $2,816,463 | | | | $1,789,349 | | | | $6,958,032 | | | | $9,240,204 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.90% | |
Next $1 billion of average daily net assets | | | 0.80% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $13,075, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.89% 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, 2015, the fee was $6,306, which equated to 0.0033% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $269.
17
MFS International Growth Portfolio
Notes to Financial Statements – continued
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, 2015 was equivalent to an annual effective rate of 0.0208% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $595 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $41,442,890 and $65,370,603, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 409,918 | | | | $5,405,490 | | | | 624,699 | | | | $8,840,275 | |
Service Class | | | 267,923 | | | | 3,514,834 | | | | 390,985 | | | | 5,447,027 | |
| | | 677,841 | | | | $8,920,324 | | | | 1,015,684 | | | | $14,287,302 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 677,960 | | | | $8,311,786 | | | | 665,636 | | | | $9,452,029 | |
Service Class | | | 120,190 | | | | 1,462,709 | | | | 111,802 | | | | 1,577,524 | |
| | | 798,150 | | | | $9,774,495 | | | | 777,438 | | | | $11,029,553 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (2,470,200 | ) | | | $(33,334,768 | ) | | | (1,527,528 | ) | | | $(22,235,720 | ) |
Service Class | | | (595,518 | ) | | | (7,921,230 | ) | | | (455,584 | ) | | | (6,521,986 | ) |
| | | (3,065,718 | ) | | | $(41,255,998 | ) | | | (1,983,112 | ) | | | $(28,757,706 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (1,382,322 | ) | | | $(19,617,492 | ) | | | (237,193 | ) | | | $(3,943,416 | ) |
Service Class | | | (207,405 | ) | | | (2,943,687 | ) | | | 47,203 | | | | 502,565 | |
| | | (1,589,727 | ) | | | $(22,561,179 | ) | | | (189,990 | ) | | | $(3,440,851 | ) |
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 33%, 14%, and 8%, respectively, of the value of outstanding voting shares of the fund.
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. In addition,
18
MFS International Growth Portfolio
Notes to Financial Statements – continued
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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $617 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 2,302,854 | | | | 25,792,575 | | | | (27,200,936 | ) | | | 894,493 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $1,251 | | | | $894,493 | |
19
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS International Growth Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS International Growth Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
20
MFS International Growth Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
21
MFS International Growth Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
22
MFS International Growth Portfolio
Trustees and Officers – continued
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 Managers David Antonelli Matthew Barrett Kevin Dwan | | |
23
MFS International Growth Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 5th quintile relative to the other funds in the universe for this three-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 3rd quintile for the five-year period ended December 31, 2014 relative to the Lipper 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 and its retail counterpart, MFS International Growth 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 conducted with portfolio management personnel during the course of the year as to MFS’ efforts to improve the performance of the Fund’s retail counterpart, including assigning an additional portfolio manager for the Fund in 2015. In addition, the Trustees requested that they receive a separate
24
MFS International Growth Portfolio
Board Review of Investment Advisory Agreement – continued
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 peer groups of funds based on information provided by Lipper Inc. The Trustees considered that, according to the Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
25
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $6,580,000 as capital gain dividends paid during the fiscal year.
Income derived from foreign sources was $3,551,976. The fund intends to pass through foreign tax credits of $307,665 for the fiscal year.
26
rev. 3/11
| | | | |
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. |
27
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
28
ANNUAL REPORT
December 31, 2015
MFS® INTERNATIONAL VALUE PORTFOLIO
MFS® Variable Insurance Trust II
FCG-ANN
MFS® INTERNATIONAL VALUE 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
MFS International Value Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS International Value Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Nestle S.A. | | | 4.3% | |
Danone S.A. | | | 3.6% | |
Reckitt Benckiser Group PLC | | | 3.3% | |
Colgate-Palmolive Co. | | | 3.2% | |
KDDI Corp. | | | 2.8% | |
Brambles Ltd. | | | 2.8% | |
Kao Corp. | | | 2.4% | |
Compass Group PLC | | | 2.3% | |
Henkel AG & Co. KGaA | | | 2.2% | |
Japan Tobacco, Inc. | | | 2.1% | |
| |
Equity sectors | | | | |
Consumer Staples | | | 28.5% | |
Financial Services | | | 17.5% | |
Technology | | | 13.3% | |
Special Products & Services | | | 10.6% | |
Basic Materials | | | 6.6% | |
Industrial Goods & Services | | | 6.2% | |
Health Care | | | 6.0% | |
Utilities & Communications | | | 4.1% | |
Transportation | | | 1.6% | |
Energy | | | 0.9% | |
Leisure | | | 0.8% | |
Autos & Housing | | | 0.8% | |
Retailing | | | 0.4% | |
| | | | |
Issuer country weightings (x) | | | | |
Japan | | | 22.6% | |
United Kingdom | | | 16.4% | |
United States | | | 12.2% | |
Switzerland | | | 11.6% | |
Germany | | | 11.0% | |
France | | | 8.2% | |
Australia | | | 3.7% | |
Netherlands | | | 3.3% | |
Sweden | | | 2.8% | |
Other Countries | | | 8.2% | |
| |
Currency exposure weightings (y) | | | | |
Euro | | | 24.8% | |
Japanese Yen | | | 22.6% | |
British Pound Sterling | | | 16.4% | |
United States Dollar | | | 12.2% | |
Swiss Franc | | | 11.6% | |
Australian Dollar | | | 3.7% | |
Swedish Krona | | | 2.8% | |
Canadian Dollar | | | 1.8% | |
Taiwan Dollar | | | 1.7% | |
Other Currencies | | | 2.4% | |
(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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS International Value Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS International Value Portfolio (“fund”) provided a total return of 6.65%, while Service Class shares of the fund provided a total return of 6.32%. These compare with a return of –5.22% over the same period for the fund’s benchmark, the MSCI EAFE Value Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
An overweight position and strong stock selection in the consumer staples sector contributed to performance relative to the MSCI EAFE Value Index. The fund’s holdings of household and industrial products manufacturer Kao (b) (Japan), household products manufacturer Reckitt Benckiser (b) (United Kingdom) and cosmetic product manufacturer KOSE (b) (Japan) lifted relative returns. Additionally, an overweight position in Japanese tobacco producer Japan Tobacco supported relative results. Shares of Japan Tobacco outpaced the benchmark during the reporting period as price increases combined with an uptrend in cigarette consumption in foreign markets led to strong earnings results.
Stock selection and an underweight position in the basic materials sector further supported relative returns and was driven by not holding mining giant BHP Billiton (United Kingdom). Shares of BHP Billiton tumbled in early November after tailing dams at the Samarco iron ore mine in Brazil collapsed resulting in multiple casualties and the flooding of the Bento Rodriques village.
Strong security selection in the technology sector also benefited relative performance. Holding computer graphics processors maker NVIDIA Corp (b) supported relative returns as the company’s diversification efforts into the high-end gaming market and automotive segment drove better than expected results.
Elsewhere, an overweight position in telecommunications company KDDI (Japan), an underweight position in global energy and petrochemicals company Royal Dutch Shell (h) (United Kingdom), holding business system services company Nomura Research (b) and not holding financial services firm Banco Santander all helped relative returns.
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 positive factor aiding relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our portfolios to have different currency exposure than the benchmark.
Detractors from Performance
A combination of the fund’s underweight position and weak stock selection in the autos & housing sector weakened relative results. However, there were no individual stocks within this sector that were among the fund’s top relative detractors during the period.
Elsewhere, holding mailroom equipment distributor Neopost (b) (France) held back relative returns. Shares underperformed the benchmark as the company continued to transition away from the declining traditional mailing business and focus on more profitable shipping and communications divisions. The shift appeared to be taking longer than investors would like and continued weak results led management to slash its dividend towards the end of the reporting period.
3
MFS International Value Portfolio
Management Review – continued
In other sectors, the fund’s overweight positions in Swedish telecommunications equipment provider Ericsson and communications and entertainment solutions provider TDC (Denmark) weakened relative performance. Avoiding diversified financial services firm Mitsubishi UFJ Financial Group (Japan), tobacco product manufacturer Imperial Tobacco Group (United Kingdom), financial solutions provider Allianz (Germany), insurance giant AXA (France), telecommunications services provider Nippon Telegraph & Telephone (Japan), financial services firm Mizuho Financial Group (Japan) and mobile telecommunications provider NTT DoCoMo (Japan) all dampened relative results.
Respectfully,
| | |
Pablo De La Mata | | Benjamin Stone |
Portfolio Manager | | Portfolio Manager |
(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 managers 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.
4
MFS International Value Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 10/02/95 | | 6.65% | | 9.61% | | 7.49% | | |
| | Service Class | | 8/24/01 | | 6.32% | | 9.34% | | 7.22% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | MSCI EAFE Value Index (f) | | (5.22)% | | 3.11% | | 2.53% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
MSCI EAFE (Europe, Australasia, Far East) Value Index – 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.
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.
5
MFS International Value Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.90% | | | | $1,000.00 | | | | $1,005.89 | | | | $4.55 | |
| Hypothetical (h) | | | 0.90% | | | | $1,000.00 | | | | $1,020.67 | | | | $4.58 | |
Service Class | | Actual | | | 1.15% | | | | $1,000.00 | | | | $1,004.18 | | | | $5.81 | |
| Hypothetical (h) | | | 1.15% | | | | $1,000.00 | | | | $1,019.41 | | | | $5.85 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS International Value Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 95.1% | | | | | | | | |
Aerospace – 1.0% | | | | | | | | |
Cobham PLC | | | 3,218,441 | | | $ | 13,359,623 | |
| | | | | | | | |
Alcoholic Beverages – 3.7% | | | | | | | | |
Heineken N.V. | | | 277,024 | | | $ | 23,643,567 | |
Pernod Ricard S.A. | | | 226,986 | | | | 25,806,265 | |
| | | | | | | | |
| | | | | | $ | 49,449,832 | |
| | | | | | | | |
Automotive – 0.5% | | | | | | | | |
USS Co. Ltd. | | | 453,700 | | | $ | 6,826,217 | |
| | | | | | | | |
Broadcasting – 0.3% | | | | | | | | |
Fuji Media Holdings, Inc. | | | 165,600 | | | $ | 1,952,416 | |
Nippon Television Holdings, Inc. | | | 141,000 | | | | 2,566,062 | |
| | | | | | | | |
| | | | | | $ | 4,518,478 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.4% | | | | | |
Computershare Ltd. | | | 811,143 | | | $ | 6,837,076 | |
Daiwa Securities Group, Inc. | | | 837,000 | | | | 5,117,441 | |
IG Group Holdings PLC | | | 623,553 | | | | 7,341,809 | |
| | | | | | | | |
| | | | | | $ | 19,296,326 | |
| | | | | | | | |
Business Services – 10.6% | | | | | | | | |
Accenture PLC, “A” | | | 46,971 | | | $ | 4,908,470 | |
Amadeus IT Holding S.A. | | | 497,747 | | | | 21,917,428 | |
Brenntag AG | | | 175,564 | | | | 9,163,088 | |
Bunzl PLC | | | 797,338 | | | | 22,025,506 | |
Compass Group PLC | | | 1,795,758 | | | | 31,105,851 | |
Intertek Group PLC | | | 164,307 | | | | 6,719,640 | |
Nomura Research, Inc. | | | 638,100 | | | | 24,525,324 | |
Secom Co. Ltd. | | | 127,600 | | | | 8,634,641 | |
SGS S.A. | | | 7,459 | | | | 14,210,074 | |
| | | | | | | | |
| | | | | | $ | 143,210,022 | |
| | | | | | | | |
Chemicals – 2.6% | | | | | | | | |
Givaudan S.A. | | | 12,318 | | | $ | 22,164,323 | |
Orica Ltd. | | | 465,388 | | | | 5,205,894 | |
Syngenta AG | | | 19,082 | | | | 7,473,910 | |
| | | | | | | | |
| | | | | | $ | 34,844,127 | |
| | | | | | | | |
Computer Software – 2.8% | | | | | | | | |
Cadence Design Systems, Inc. (a) | | | 710,497 | | | $ | 14,785,443 | |
Dassault Systems S.A. | | | 126,726 | | | | 10,139,174 | |
OBIC Co. Ltd. | | | 190,900 | | | | 10,119,894 | |
Synopsys, Inc. (a) | | | 70,036 | | | | 3,194,342 | |
| | | | | | | | |
| | | | | | $ | 38,238,853 | |
| | | | | | | | |
Construction – 0.3% | | | | | | | | |
Geberit AG | | | 12,334 | | | $ | 4,148,516 | |
| | | | | | | | |
Consumer Products – 9.8% | | | | | | | | |
Colgate-Palmolive Co. | | | 643,742 | | | $ | 42,886,092 | |
Kao Corp. | | | 629,000 | | | | 32,278,013 | |
Kobayashi Pharmaceutical Co. Ltd. | | | 121,400 | | | | 9,977,126 | |
KOSE Corp. | | | 26,900 | | | | 2,476,372 | |
Reckitt Benckiser Group PLC | | | 488,856 | | | | 44,998,675 | |
| | | | | | | | |
| | | | | | $ | 132,616,278 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Containers – 2.8% | | | | | | | | |
Brambles Ltd. | | | 4,481,695 | | | $ | 37,503,137 | |
| | | | | | | | |
Electrical Equipment – 2.5% | | | | | | | | |
IMI PLC | | | 664,445 | | | $ | 8,382,228 | |
Legrand S.A. | | | 217,972 | | | | 12,302,523 | |
Schneider Electric S.A. | | | 116,173 | | | | 6,614,411 | |
Spectris PLC | | | 254,696 | | | | 6,750,181 | |
| | | | | | | | |
| | | | | | $ | 34,049,343 | |
| | | | | | | | |
Electronics – 8.7% | | | | | | | | |
Analog Devices, Inc. | | | 476,764 | | | $ | 26,374,584 | |
ASM International N.V. | | | 96,757 | | | | 3,767,636 | |
Halma PLC | | | 877,236 | | | | 11,118,318 | |
Hirose Electric Co. Ltd. | | | 104,400 | | | | 12,617,421 | |
Infineon Technologies AG | | | 790,773 | | | | 11,572,028 | |
NVIDIA Corp. | | | 531,678 | | | | 17,524,107 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 984,867 | | | | 22,405,724 | �� |
Texas Instruments, Inc. | | | 218,933 | | | | 11,999,718 | |
| | | | | | | | |
| | | | | | $ | 117,379,536 | |
| | | | | | | | |
Energy – Independent – 0.7% | | | | | | | | |
Cairn Energy PLC (a) | | | 1,032,965 | | | $ | 2,401,451 | |
INPEX Corp. | | | 699,500 | | | | 6,899,266 | |
| | | | | | | | |
| | | | | | $ | 9,300,717 | |
| | | | | | | | |
Food & Beverages – 9.1% | | | | | | | | |
Danone S.A. | | | 726,058 | | | $ | 48,999,751 | |
ITO EN Ltd. | | | 280,300 | | | | 7,206,418 | |
Nestle S.A. | | | 779,979 | | | | 57,814,898 | |
Toyo Suisan Kaisha Ltd. | | | 279,000 | | | | 9,711,573 | |
| | | | | | | | |
| | | | | | $ | 123,732,640 | |
| | | | | | | | |
Insurance – 4.4% | | | | | | | | |
Euler Hermes Group | | | 39,885 | | | $ | 3,839,935 | |
Fairfax Financial Holdings Ltd. | | | 51,895 | | | | 24,637,092 | |
Hiscox Ltd. | | | 432,490 | | | | 6,720,059 | |
Jardine Lloyd Thompson Group PLC | | | 368,139 | | | | 5,020,072 | |
Sony Financial Holdings, Inc. | | | 349,400 | | | | 6,241,312 | |
Zurich Insurance Group AG | | | 54,698 | | | | 13,956,710 | |
| | | | | | | | |
| | | | | | $ | 60,415,180 | |
| | | | | | | | |
Leisure & Toys – 0.5% | | | | | | | | |
Sankyo Co. Ltd. | | | 105,800 | | | $ | 3,946,230 | |
Yamaha Corp. | | | 116,100 | | | | 2,805,123 | |
| | | | | | | | |
| | | | | | $ | 6,751,353 | |
| | | | | | | | |
Machinery & Tools – 2.7% | | | | | | | | |
GEA Group AG | | | 349,283 | | | $ | 14,074,835 | |
Glory Ltd. | | | 104,500 | | | | 3,203,623 | |
Neopost S.A. | | | 126,281 | | | | 3,083,690 | |
Nordson Corp. | | | 79,820 | | | | 5,120,453 | |
Schindler Holding AG | | | 28,255 | | | | 4,731,205 | |
Spirax Sarco Engineering PLC | | | 120,182 | | | | 5,789,526 | |
7
MFS International Value Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Machinery & Tools – continued | |
Wartsila Corp. | | | 4,907 | | | $ | 222,513 | |
| | | | | | | | |
| | | | | | $ | 36,225,845 | |
| | | | | | | | |
Major Banks – 1.9% | | | | | | | | |
Bank of Ireland (a) | | | 14,424,354 | | | $ | 5,298,374 | |
HSBC Holdings PLC | | | 1,112,917 | | | | 8,782,513 | |
Sumitomo Mitsui Financial Group, Inc. | | | 298,700 | | | | 11,267,650 | |
| | | | | | | | |
| | | | | | $ | 25,348,537 | |
| | | | | | | | |
Medical Equipment – 1.6% | | | | | | | | |
Nihon Kohden Corp. | | | 455,600 | | | $ | 10,978,802 | |
Terumo Corp. | | | 344,100 | | | | 10,650,714 | |
| | | | | | | | |
| | | | | | $ | 21,629,516 | |
| | | | | | | | |
Network & Telecom – 1.8% | | | | | | | | |
Ericsson, Inc., “B” | | | 2,491,643 | | | $ | 24,135,807 | |
| | | | | | | | |
Oil Services – 0.2% | | | | | | | | |
Core Laboratories N.V. | | | 25,286 | | | $ | 2,749,600 | |
| | | | | | | | |
Other Banks & Diversified Financials – 6.3% | | | | | |
Chiba Bank Ltd. | | | 631,000 | | | $ | 4,473,747 | |
DnB NOR A.S.A. | | | 1,153,740 | | | | 14,198,884 | |
Hachijuni Bank Ltd. | | | 619,000 | | | | 3,798,663 | |
ING Groep N.V. | | | 1,274,917 | | | | 17,161,715 | |
Joyo Bank Ltd. | | | 891,000 | | | | 4,211,393 | |
Julius Baer Group Ltd. | | | 88,026 | | | | 4,220,292 | |
Jyske Bank A.S. (a) | | | 78,627 | | | | 3,554,413 | |
North Pacific Bank Ltd. | | | 928,400 | | | | 3,201,501 | |
Svenska Handelsbanken AB, “A” | | | 994,480 | | | | 13,127,092 | |
Sydbank A.S. | | | 104,258 | | | | 3,340,710 | |
UBS AG | | | 518,322 | | | | 9,974,538 | |
UniCredit S.p.A. | | | 649,921 | | | | 3,579,742 | |
| | | | | | | | |
| | | | | | $ | 84,842,690 | |
| | | | | | | | |
Pharmaceuticals – 4.4% | | | | | | | | |
Bayer AG | | | 156,176 | | | $ | 19,594,043 | |
GlaxoSmithKline PLC | | | 391,248 | | | | 7,902,426 | |
Roche Holding AG | | | 68,997 | | | | 19,014,754 | |
Santen Pharmaceutical Co. Ltd. | | | 784,300 | | | | 12,898,162 | |
| | | | | | | | |
| | | | | | $ | 59,409,385 | |
| | | | | | | | |
Real Estate – 3.5% | | | | | | | | |
Deutsche Wohnen AG, REIT | | | 601,719 | | | $ | 16,750,110 | |
LEG Immobilien AG | | | 91,679 | | | | 7,522,226 | |
TAG Immobilien AG (l) | | | 350,705 | | | | 4,382,979 | |
Vonovia SE | | | 608,093 | | | | 18,835,502 | |
| | | | | | | | |
| | | | | | $ | 47,490,817 | |
| | | | | | | | |
Specialty Chemicals – 1.2% | | | | | | | | |
Symrise AG | | | 254,126 | | | $ | 16,857,815 | |
| | | | | | | | |
Specialty Stores – 0.4% | | | | | | | | |
Esprit Holdings Ltd. | | | 5,430,058 | | | $ | 5,972,292 | |
| | | | | | | | |
Telecommunications – Wireless – 3.7% | | | | | |
KDDI Corp. | | | 1,460,100 | | | $ | 37,797,562 | |
Vodafone Group PLC | | | 3,673,836 | | | | 11,883,113 | |
| | | | | | | | |
| | | | | | $ | 49,680,675 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | |
Telephone Services – 0.4% | | | | | | | | |
TDC A.S. | | | 1,224,046 | | | $ | 6,072,106 | |
| | | | | | | | |
Tobacco – 3.7% | | | | | | | | |
British American Tobacco PLC | | | 405,534 | | | $ | 22,522,973 | |
Japan Tobacco, Inc. | | | 761,900 | | | | 27,974,790 | |
| | | | | | | | |
| | | | | | $ | 50,497,763 | |
| | | | | | | | |
Trucking – 1.6% | | | | | | | | |
Yamato Holdings Co. Ltd. | | | 1,038,400 | | | $ | 22,008,373 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $1,064,637,068) | | | $ | 1,288,561,399 | |
| | | | | | | | |
|
PREFERRED STOCKS – 2.2% | |
Consumer Products – 2.2% | | | | | | | | |
Henkel AG & Co. KGaA (Identified Cost, $20,330,286) | | | 271,616 | | | $ | 30,277,589 | |
| | | | | | | | |
|
MONEY MARKET FUNDS – 2.9% | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 38,566,019 | | | $ | 38,566,019 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.0% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | 1,307 | | | $ | 1,307 | |
| | | | | | | | |
Total Investments (Identified Cost, $1,123,534,680) | | | $ | 1,357,406,314 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.2)% | | | | (2,923,790 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 1,354,482,524 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(j) | | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | | A portion of this security is on loan. |
(v) | | Underlying affiliated fund 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 |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
8
MFS International 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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $1,084,968,661) | | | $1,318,840,295 | | | | | |
Underlying affiliated funds, at cost and value | | | 38,566,019 | | | | | |
Total investments, at value, including $1,236 of securities on loan (identified cost, $1,123,534,680) | | | $1,357,406,314 | | | | | |
Foreign currency, at value (identified cost, $73) | | | 73 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 328,634 | | | | | |
Fund shares sold | | | 2,073,519 | | | | | |
Dividends | | | 2,978,196 | | | | | |
Other assets | | | 9,828 | | | | | |
Total assets | | | | | | | $1,362,796,564 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Investments purchased | | | $205,785 | | | | | |
Fund shares reacquired | | | 7,895,199 | | | | | |
Collateral for securities loaned, at value | | | 1,307 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 33,624 | | | | | |
Shareholder servicing costs | | | 219 | | | | | |
Distribution and/or service fees | | | 15,625 | | | | | |
Payable for independent Trustees’ compensation | | | 39 | | | | | |
Accrued expenses and other liabilities | | | 162,242 | | | | | |
Total liabilities | | | | | | | $8,314,040 | |
Net assets | | | | | | | $1,354,482,524 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $1,082,737,130 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 233,721,403 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 21,155,415 | | | | | |
Undistributed net investment income | | | 16,868,576 | | | | | |
Net assets | | | | | | | $1,354,482,524 | |
Shares of beneficial interest outstanding | | | | | | | 61,043,269 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $230,349,350 | | | | 10,257,476 | | | | $22.46 | |
Service Class | | | 1,124,133,174 | | | | 50,785,793 | | | | 22.13 | |
See Notes to Financial Statements
9
MFS International 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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Dividends | | | $32,288,155 | | | | | |
Interest | | | 244,017 | | | | | |
Dividends from underlying affiliated funds | | | 54,082 | | | | | |
Foreign taxes withheld | | | (2,375,467 | ) | | | | |
Total investment income | | | | | | | $30,210,787 | |
Expenses | | | | | | | | |
Management fee | | | $11,700,458 | | | | | |
Distribution and/or service fees | | | 2,770,368 | | | | | |
Shareholder servicing costs | | | 47,519 | | | | | |
Administrative services fee | | | 218,413 | | | | | |
Independent Trustees’ compensation | | | 25,991 | | | | | |
Custodian fee | | | 295,773 | | | | | |
Shareholder communications | | | 67,055 | | | | | |
Audit and tax fees | | | 62,191 | | | | | |
Legal fees | | | 12,005 | | | | | |
Miscellaneous | | | 32,157 | | | | | |
Total expenses | | | | | | | $15,231,930 | |
Fees paid indirectly | | | (10 | ) | | | | |
Reduction of expenses by investment adviser | | | (243,500 | ) | | | | |
Net expenses | | | | | | | $14,988,420 | |
Net investment income | | | | | | | $15,222,367 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $32,105,156 | | | | | |
Foreign currency | | | (248,058 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $31,857,098 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $26,747,675 | | | | | |
Translation of assets and liabilities in foreign currencies | | | (34,106 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $26,713,569 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $58,570,667 | |
Change in net assets from operations | | | | | | | $73,793,034 | |
See Notes to Financial Statements
10
MFS International 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $15,222,367 | | | | $27,141,448 | |
Net realized gain (loss) on investments and foreign currency | | | 31,857,098 | | | | 8,437,124 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | 26,713,569 | | | | (25,403,772 | ) |
Change in net assets from operations | | | $73,793,034 | | | | $10,174,800 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(24,480,728 | ) | | | $(21,861,189 | ) |
From net realized gain on investments | | | (13,747,597 | ) | | | — | |
Total distributions declared to shareholders | | | $(38,228,325 | ) | | | $(21,861,189 | ) |
Change in net assets from fund share transactions | | | $115,818,005 | | | | $114,480,515 | |
Total change in net assets | | | $151,382,714 | | | | $102,794,126 | |
Net assets | | | | | | | | |
At beginning of period | | | 1,203,099,810 | | | | 1,100,305,684 | |
At end of period (including undistributed net investment income of $16,868,576 and $24,425,539, respectively) | | | $1,354,482,524 | | | | $1,203,099,810 | |
See Notes to Financial Statements
11
MFS International 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $21.73 | | | | $21.86 | | | | $17.34 | | | | $15.16 | | | | $15.59 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.30 | | | | $0.57 | | | | $0.40 | | | | $0.38 | | | | $0.36 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 1.11 | | | | (0.27 | ) | | | 4.42 | | | | 2.05 | | | | (0.59 | ) |
Total from investment operations | | | $1.41 | | | | $0.30 | | | | $4.82 | | | | $2.43 | | | | $(0.23 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.45 | ) | | | $(0.43 | ) | | | $(0.30 | ) | | | $(0.25 | ) | | | $(0.20 | ) |
From net realized gain on investments | | | (0.23 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.68 | ) | | | $(0.43 | ) | | | $(0.30 | ) | | | $(0.25 | ) | | | $(0.20 | ) |
Net asset value, end of period (x) | | | $22.46 | | | | $21.73 | | | | $21.86 | | | | $17.34 | | | | $15.16 | |
Total return (%) (k)(r)(s)(x) | | | 6.65 | | | | 1.34 | | | | 27.98 | | | | 16.16 | | | | (1.52 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.93 | | | | 0.95 | | | | 0.96 | | | | 0.98 | | | | 1.01 | |
Expenses after expense reductions (f) | | | 0.91 | | | | 0.94 | | | | 0.96 | | | | 0.98 | | | | N/A | |
Net investment income | | | 1.33 | | | | 2.58 | | | | 2.00 | | | | 2.33 | | | | 2.28 | |
Portfolio turnover | | | 24 | | | | 22 | | | | 11 | | | | 16 | | | | 16 | |
Net assets at end of period (000 omitted) | | | $230,349 | | | | $218,258 | | | | $223,444 | | | | $182,382 | | | | $60,532 | |
See Notes to Financial Statements
12
MFS International Value Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $21.44 | | | | $21.58 | | | | $17.14 | | | | $14.99 | | | | $15.43 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.25 | | | | $0.49 | | | | $0.33 | | | | $0.38 | | | | $0.31 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 1.07 | | | | (0.24 | ) | | | 4.38 | | | | 2.00 | | | | (0.58 | ) |
Total from investment operations | | | $1.32 | | | | $0.25 | | | | $4.71 | | | | $2.38 | | | | $(0.27 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.40 | ) | | | $(0.39 | ) | | | $(0.27 | ) | | | $(0.23 | ) | | | $(0.17 | ) |
From net realized gain on investments | | | (0.23 | ) | | | — | | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.63 | ) | | | $(0.39 | ) | | | $(0.27 | ) | | | $(0.23 | ) | | | $(0.17 | ) |
Net asset value, end of period (x) | | | $22.13 | | | | $21.44 | | | | $21.58 | | | | $17.14 | | | | $14.99 | |
Total return (%) (k)(r)(s)(x) | | | 6.32 | | | | 1.13 | | | | 27.63 | | | | 15.93 | | | | (1.78 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.18 | | | | 1.20 | | | | 1.21 | | | | 1.23 | | | | 1.26 | |
Expenses after expense reductions (f) | | | 1.16 | | | | 1.19 | | | | 1.21 | | | | 1.23 | | | | N/A | |
Net investment income | | | 1.10 | | | | 2.25 | | | | 1.68 | | | | 2.35 | | | | 1.98 | |
Portfolio turnover | | | 24 | | | | 22 | | | | 11 | | | | 16 | | | | 16 | |
Net assets at end of period (000 omitted) | | | $1,124,133 | | | | $984,842 | | | | $876,862 | | | | $541,427 | | | | $381,569 | |
(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
13
MFS International Value Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS International 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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. 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. 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 bid quotation. Values obtained from 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
14
MFS International 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 halting 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 on a frequent basis 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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
Japan | | | $6,899,266 | | | | $299,466,560 | | | | $— | | | | $306,365,826 | |
United Kingdom | | | 45,247,434 | | | | 177,576,535 | | | | — | | | | 222,823,969 | |
Switzerland | | | 7,473,910 | | | | 150,235,311 | | | | — | | | | 157,709,221 | |
Germany | | | 28,655,315 | | | | 120,374,899 | | | | — | | | | 149,030,214 | |
United States | | | 129,542,808 | | | | — | | | | — | | | | 129,542,808 | |
France | | | 6,923,624 | | | | 103,862,124 | | | | — | | | | 110,785,748 | |
Australia | | | — | | | | 49,546,107 | | | | — | | | | 49,546,107 | |
Netherlands | | | — | | | | 44,572,917 | | | | — | | | | 44,572,917 | |
Sweden | | | — | | | | 37,262,899 | | | | — | | | | 37,262,899 | |
Other Countries | | | 52,341,191 | | | | 58,858,088 | | | | — | | | | 111,199,279 | |
Mutual Funds | | | 38,567,326 | | | | — | | | | — | | | | 38,567,326 | |
Total Investments | | | $315,650,874 | | | | $1,041,755,440 | | | | $— | | | | $1,357,406,314 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $124,836,136 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $69,100,375 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 for different purposes, 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
15
MFS International Value Portfolio
Notes to Financial Statements – continued
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 were purchased options. At December 31, 2015, 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, 2015 as reported in the Statement of Operations:
| | |
Risk | | Investments (Purchased Options) |
Foreign Exchange | | $954,381 |
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | |
Risk | | Investments (Purchased Options) |
Foreign Exchange | | $(1,224,375) |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
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 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.
Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“State Street”), 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
16
MFS International Value Portfolio
Notes to Financial Statements – continued
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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $1,236. The fair value of the fund’s investment securities on loan and a related liability of $1,307 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to passive foreign investment companies and wash sale loss deferrals.
17
MFS International Value Portfolio
Notes to Financial Statements – continued
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $25,040,220 | | | | $21,861,189 | |
Long-term capital gains | | | 13,188,105 | | | | — | |
Total distributions | | | $38,228,325 | | | | $21,861,189 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $1,135,643,623 | |
Gross appreciation | | | 260,119,067 | |
Gross depreciation | | | (38,356,376 | ) |
Net unrealized appreciation (depreciation) | | | $221,762,691 | |
Undistributed ordinary income | | | 26,672,897 | |
Undistributed long-term capital gain | | | 23,523,863 | |
Other temporary differences | | | (214,057 | ) |
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $4,321,620 | | | | $4,343,693 | | | | $2,212,272 | | | | $— | |
Service Class | | | 20,159,108 | | | | 17,517,496 | | | | 11,535,325 | | | | — | |
Total | | | $24,480,728 | | | | $21,861,189 | | | | $13,747,597 | | | | $— | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.90% | |
Next $1 billion of average daily net assets | | | 0.80% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $93,175, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.87% of the fund’s average daily net assets.
Effective August 1, 2015, 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, 2017. For the period August 1, 2015 to December 31, 2015, this reduction amounted to $150,325, 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.
18
MFS International Value 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, 2015, the fee was $46,041, which equated to 0.0034% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $1,478.
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, 2015 was equivalent to an annual effective rate of 0.0163% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $4,229 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than purchased option transactions and short-term obligations, aggregated $393,402,946 and $310,526,938, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 2,321,834 | | | | $52,027,363 | | | | 1,261,658 | | | | $27,635,403 | |
Service Class | | | 14,103,950 | | | | 317,119,215 | | | | 14,401,961 | | | | 313,063,075 | |
| | | 16,425,784 | | | | $369,146,578 | | | | 15,663,619 | | | | $340,698,478 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 297,300 | | | | $6,338,445 | | | | 193,443 | | | | $4,315,705 | |
Service Class | | | 1,507,106 | | | | 31,694,433 | | | | 795,527 | | | | 17,517,496 | |
| | | 1,804,406 | | | | $38,032,878 | | | | 988,970 | | | | $21,833,201 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (2,404,464 | ) | | | $(54,958,343 | ) | | | (1,635,061 | ) | | | $(36,108,710 | ) |
Service Class | | | (10,766,120 | ) | | | (236,403,108 | ) | | | (9,887,509 | ) | | | (211,942,454 | ) |
| | | (13,170,584 | ) | | | $(291,361,451 | ) | | | (11,522,570 | ) | | | $(248,051,164 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | 214,670 | | | | $3,407,465 | | | | (179,960 | ) | | | $(4,157,602 | ) |
Service Class | | | 4,844,936 | | | | 112,410,540 | | | | 5,309,979 | | | | 118,638,117 | |
| | | 5,059,606 | | | | $115,818,005 | | | | 5,130,019 | | | | $114,480,515 | |
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 4%, 2%, and 1%, respectively, of the value of outstanding voting shares of the fund.
19
MFS International Value Portfolio
Notes to Financial Statements – continued
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $4,577 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 25,223,593 | | | | 274,954,667 | | | | (261,612,241 | ) | | | 38,566,019 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $54,082 | | | | $38,566,019 | |
20
MFS International Value 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 Value Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS International Value Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS International Value Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
21
MFS International Value Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
22
MFS International Value Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
23
MFS International Value Portfolio
Trustees and Officers – continued
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 Managers Pablo De La Mata Benjamin Stone | | |
24
MFS International Value Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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.
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
25
MFS International Value Portfolio
Board Review of Investment Advisory Agreement – continued
total expense ratios of peer groups of funds based on information provided by Lipper Inc. The Trustees considered that MFS has agreed to implement an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the Lipper data (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 Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
26
MFS International 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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $14,507,000 as capital gain dividends paid during the fiscal year.
Income derived from foreign sources was $27,265,155. The fund intends to pass through foreign tax credits of $1,908,579 for the fiscal year.
27
rev. 3/11
| | | | |
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. |
28
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
29
ANNUAL REPORT
December 31, 2015
MFS® MASSACHUSETTS INVESTORS GROWTH
STOCK PORTFOLIO
MFS® Variable Insurance Trust II
MIS-ANN
MFS® MASSACHUSETTS INVESTORS GROWTH STOCK 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
MFS Massachusetts Investors Growth Stock Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
| | | | |
Top ten holdings | | | | |
Alphabet, Inc., “A” | | | 6.3% | |
Accenture PLC, “A” | | | 4.9% | |
Visa, Inc., “A” | | | 4.0% | |
Colgate-Palmolive Co. | | | 3.4% | |
Thermo Fisher Scientific, Inc. | | | 3.3% | |
CVS Health Corp. | | | 2.6% | |
Danaher Corp. | | | 2.4% | |
Monsanto Co. | | | 2.3% | |
Mead Johnson Nutrition Co., “A” | | | 2.3% | |
Ecolab, Inc. | | | 2.2% | |
| | | | |
Equity sectors | | | | |
Technology | | | 16.0% | |
Health Care | | | 15.4% | |
Retailing | | | 11.1% | |
Consumer Staples | | | 10.8% | |
Industrial Goods & Services | | | 10.7% | |
Special Products & Services | | | 10.7% | |
Basic Materials | | | 8.6% | |
Financial Services | | | 7.9% | |
Leisure | | | 6.0% | |
Autos & Housing | | | 1.1% | |
Transportation | | | 0.7% | |
Energy | | | 0.5% | |
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 12/31/15.
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, 2015, Initial Class shares of the MFS Massachusetts Investors Growth Stock Portfolio (“fund”) provided a total return of –0.12%, while Service Class shares of the fund provided a total return of –0.33%. These compare with a return of 5.67% over the same period for the fund’s benchmark, the Russell 1000 Growth Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Weak stock selection within the consumer staples sector detracted from the fund’s performance relative to the Russell 1000 Growth Index. An overweight position in infant and children’s pediatric nutrition producer Mead Johnson Nutrition dampened relative results following falling sales in China and increased pricing pressure in the region.
Security selection in the leisure sector also hurt relative performance. The fund’s overweight positions in media firms Twenty-First Century Fox and Time Warner dampened relative results as both stocks underperformed the benchmark during the reporting period.
Stock selection in the retailing sector further detracted from relative performance. Not holding shares of strong-performing internet retailer Amazon.com and the fund’s position in luxury goods retailer Burberry Group (b) (United Kingdom) were among the top relative detractors over the reporting period. Shares of Amazon appreciated after the company reported strong quarterly results, driven by improving growth in its core retail segment and remote computing segment (Amazon Web Services).
Security selection and an overweight position in the industrial goods & services sector also had a negative impact on relative performance. Overweight positions in industrial manufacturing and engineering company Colfax, industrial supply company W.W. Grainger and systems and aerospace products and services provider United Technologies hindered relative results. Shares of Colfax declined after management lowered earnings guidance for 2016, citing a difficult year for revenue and earnings due to end market pressures from a weak macroeconomic environment.
Elsewhere, an overweight position in investment management firm Franklin Resources and not holding social networking service provider Facebook dampened relative results.
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 another negative factor for 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.
Contributors to Performance
Security selection and, to a lesser extent, an overweight position in the special products & services sector benefited relative returns. Overweight positions in management consulting firm Accenture and consumer credit reporting agency Equifax were among the fund’s top relative contributors during the reporting period. Shares of Accenture appreciated after the company reported better-than-expected earnings which were driven by strong results in its consulting division.
An underweight position in the transportation sector further contributed to relative performance. An underweight position in shares of railroad franchise Union Pacific aided relative results as the stock lagged the benchmark during the reporting period.
3
MFS Massachusetts Investors Growth Stock Portfolio
Management Review – continued
Individual stocks that contributed to relative performance included overweight positions in strong-performing internet search company Alphabet (formerly Google), global payments technology company Visa, life sciences company Thermo Fisher Scientific and automotive parts manufacturer AutoZone. Shares of Alphabet rose after the company posted strong earnings results during the period. YouTube and mobile search were among key top-line growth drivers, while tight expense discipline also aided results. Not holding shares of semiconductor company QUALCOMM and an underweight position in computer and personal electronics maker Apple also benefited relative performance.
Respectfully,
Jeffrey Constantino
Portfolio Manager
(b) | Security is not a benchmark constituent. |
The views expressed in this report are those of the portfolio manager 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.
4
MFS Massachusetts Investors Growth Stock Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | (0.12)% | | 11.41% | | 7.45% | | |
| | Service Class | | 8/24/01 | | (0.33)% | | 11.13% | | 7.19% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | Russell 1000 Growth Index (f) | | 5.67% | | 13.53% | | 8.53% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
Russell 1000 Growth Index – 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.
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.
5
MFS Massachusetts Investors Growth Stock Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.78% | | | | $1,000.00 | | | | $987.63 | | | | $3.91 | |
| Hypothetical (h) | | | 0.78% | | | | $1,000.00 | | | | $1,021.27 | | | | $3.97 | |
Service Class | | Actual | | | 1.03% | | | | $1,000.00 | | | | $985.94 | | | | $5.16 | |
| Hypothetical (h) | | | 1.03% | | | | $1,000.00 | | | | $1,020.01 | | | | $5.24 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
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MFS Massachusetts Investors Growth Stock Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 99.5% | | | | | |
Aerospace – 2.2% | |
United Technologies Corp. | | | 203,802 | | | $ | 19,579,260 | |
| | | | | | | | |
Alcoholic Beverages – 1.5% | | | | | | | | |
AmBev S.A., ADR | | | 983,994 | | | $ | 4,388,613 | |
Pernod Ricard S.A. | | | 79,255 | | | | 9,010,580 | |
| | | | | | | | |
| | | | | | $ | 13,399,193 | |
| | | | | | | | |
Apparel Manufacturers – 4.8% | | | | | | | | |
Burberry Group PLC | | | 415,449 | | | $ | 7,318,836 | |
LVMH Moet Hennessy Louis Vuitton S.A. | | | 90,675 | | | | 14,174,920 | |
NIKE, Inc., “B” | | | 135,660 | | | | 8,478,750 | |
VF Corp. | | | 201,041 | | | | 12,514,802 | |
| | | | | | | | |
| | | | | | $ | 42,487,308 | |
| | | | | | | | |
Broadcasting – 4.7% | | | | | | | | |
Discovery Communications, Inc., “A” (a) | | | 140,181 | | | $ | 3,740,029 | |
Omnicom Group, Inc. | | | 44,479 | | | | 3,365,281 | |
Time Warner, Inc. | | | 195,927 | | | | 12,670,599 | |
Twenty-First Century Fox, Inc. | | | 603,072 | | | | 16,379,436 | |
Walt Disney Co. | | | 44,508 | | | | 4,676,901 | |
| | | | | | | | |
| | | | | | $ | 40,832,246 | |
| | | | | | | | |
Brokerage & Asset Managers – 2.4% | | | | | |
Charles Schwab Corp. | | | 146,287 | | | $ | 4,817,231 | |
CME Group, Inc. | | | 46,973 | | | | 4,255,754 | |
Franklin Resources, Inc. | | | 329,956 | | | | 12,148,980 | |
| | | | | | | | |
| | | | | | $ | 21,221,965 | |
| | | | | | | | |
Business Services – 10.6% | | | | | | | | |
Accenture PLC, “A” | | | 411,686 | | | $ | 43,021,187 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 203,478 | | | | 12,212,750 | |
Equifax, Inc. | | | 95,976 | | | | 10,688,847 | |
Fidelity National Information Services, Inc. | | | 285,226 | | | | 17,284,696 | |
Fiserv, Inc. (a) | | | 109,404 | | | | 10,006,090 | |
| | | | | | | | |
| | | | | | $ | 93,213,570 | |
| | | | | | | | |
Chemicals – 5.1% | | | | | | | | |
LyondellBasell Industries N.V., “A” | | | 132,819 | | | $ | 11,541,971 | |
Monsanto Co. | | | 207,421 | | | | 20,435,117 | |
PPG Industries, Inc. | | | 130,976 | | | | 12,943,048 | |
| | | | | | | | |
| | | | | | $ | 44,920,136 | |
| | | | | | | | |
Computer Software – 1.4% | | | | | | | | |
Oracle Corp. | | | 333,666 | | | $ | 12,188,819 | |
| | | | | | | | |
Computer Software – Systems – 3.7% | | | | | |
Apple, Inc. | | | 181,238 | | | $ | 19,077,112 | |
EMC Corp. | | | 533,520 | | | | 13,700,794 | |
| | | | | | | | |
| | | | | | $ | 32,777,906 | |
| | | | | | | | |
Construction – 1.1% | | | | | | | | |
Sherwin-Williams Co. | | | 35,536 | | | $ | 9,225,146 | |
| | | | | | | | |
Consumer Products – 5.0% | | | | | | | | |
Church & Dwight Co., Inc. | | | 75,063 | | | $ | 6,371,347 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Consumer Products – continued | |
Colgate-Palmolive Co. | | | 452,209 | | | $ | 30,126,164 | |
L’Oréal | | | 42,390 | | | | 7,131,720 | |
| | | | | | | | |
| | | | | | $ | 43,629,231 | |
| | | | | | | | |
Electrical Equipment – 7.0% | | | | | | | | |
Amphenol Corp., “A” | | | 130,539 | | | $ | 6,818,052 | |
Danaher Corp. | | | 228,858 | | | | 21,256,331 | |
Mettler-Toledo International, Inc. (a) | | | 42,892 | | | | 14,545,964 | |
W.W. Grainger, Inc. | | | 91,124 | | | | 18,460,811 | |
| | | | | | | | |
| | | | | | $ | 61,081,158 | |
| | | | | | | | |
Electronics – 4.6% | | | | | | | | |
Microchip Technology, Inc. | | | 169,843 | | | $ | 7,904,493 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 574,655 | | | | 13,073,401 | |
Texas Instruments, Inc. | | | 356,427 | | | | 19,535,764 | |
| | | | | | | | |
| | | | | | $ | 40,513,658 | |
| | | | | | | | |
Food & Beverages – 4.3% | | | | | | | | |
Danone S.A. | | | 185,414 | | | $ | 12,513,105 | |
Mead Johnson Nutrition Co., “A” | | | 255,443 | | | | 20,167,225 | |
PepsiCo, Inc. | | | 48,159 | | | | 4,812,047 | |
| | | | | | | | |
| | | | | | $ | 37,492,377 | |
| | | | | | | | |
Food & Drug Stores – 2.6% | | | | | | | | |
CVS Health Corp. | | | 229,572 | | | $ | 22,445,254 | |
| | | | | | | | |
Internet – 6.3% | | | | | | | | |
Alphabet, Inc., “A” (a) | | | 70,387 | | | $ | 54,761,790 | |
| | | | | | | | |
Machinery & Tools – 1.5% | | | | | | | | |
Colfax Corp. (a) | | | 271,454 | | | $ | 6,338,451 | |
Fastenal Co. | | | 159,961 | | | | 6,529,608 | |
| | | | | | | | |
| | | | | | $ | 12,868,059 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.6% | |
Express Scripts Holding Co. (a) | | | 159,589 | | | $ | 13,949,674 | |
| | | | | | | | |
Medical Equipment – 10.1% | | | | | | | | |
Abbott Laboratories | | | 375,358 | | | $ | 16,857,328 | |
Cooper Cos., Inc. | | | 88,119 | | | | 11,825,570 | |
DENTSPLY International, Inc. | | | 193,073 | | | | 11,748,492 | |
St. Jude Medical, Inc. | | | 71,222 | | | | 4,399,383 | |
Thermo Fisher Scientific, Inc. | | | 205,284 | | | | 29,119,535 | |
Waters Corp. (a) | | | 105,699 | | | | 14,224,971 | |
| | | | | | | | |
| | | | | | $ | 88,175,279 | |
| | | | | | | | |
Oil Services – 0.5% | | | | | | | | |
Schlumberger Ltd. | | | 65,579 | | | $ | 4,574,135 | |
| | | | | | | | |
Other Banks & Diversified Financials – 5.5% | |
MasterCard, Inc., “A” | | | 133,992 | | | $ | 13,045,461 | |
Visa, Inc., “A” | | | 452,731 | | | | 35,109,289 | |
| | | | | | | | |
| | | | | | $ | 48,154,750 | |
| | | | | | | | |
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MFS Massachusetts Investors Growth Stock Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Pharmaceuticals – 3.7% | | | | | | | | |
Eli Lilly & Co. | | | 120,398 | | | $ | 10,144,735 | |
Roche Holding AG | | | 44,569 | | | | 12,282,687 | |
Zoetis, Inc. | | | 208,974 | | | | 10,014,034 | |
| | | | | | | | |
| | | | | | $ | 32,441,456 | |
| | | | | | | | |
Printing & Publishing – 1.4% | | | | | | | | |
Moody’s Corp. | | | 120,057 | | | $ | 12,046,519 | |
| | | | | | | | |
Railroad & Shipping – 0.7% | | | | | | | | |
Union Pacific Corp. | | | 78,570 | | | $ | 6,144,174 | |
| | | | | | | | |
Specialty Chemicals – 3.5% | | | | | | | | |
Ecolab, Inc. | | | 171,458 | | | $ | 19,611,366 | |
Praxair, Inc. | | | 108,941 | | | | 11,155,558 | |
| | | | | | | | |
| | | | | | $ | 30,766,924 | |
| | | | | | | | |
Specialty Stores – 3.7% | | | | | | | | |
AutoZone, Inc. (a) | | | 21,988 | | | $ | 16,313,117 | |
TJX Cos., Inc. | | | 228,767 | | | | 16,221,868 | |
| | | | | | | | |
| | | | | | $ | 32,534,985 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $694,432,546) | | | | | | $ | 871,424,972 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
MONEY MARKET FUNDS – 0.5% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 3,926,148 | | | $ | 3,926,148 | |
| | | | | | | | |
Total Investments (Identified Cost, $698,358,694) | | | | | | $ | 875,351,120 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.0% | | | | | | | 35,753 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 875,386,873 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(v) | | Underlying affiliated fund 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 |
PLC | | Public Limited Company |
See Notes to Financial Statements
8
MFS Massachusetts Investors Growth Stock 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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $694,432,546) | | | $871,424,972 | | | | | |
Underlying affiliated funds, at cost and value | | | 3,926,148 | | | | | |
Total investments, at value (identified cost, $698,358,694) | | | $875,351,120 | | | | | |
Receivables for | | | | | | | | |
Fund shares sold | | | 31,094 | | | | | |
Interest and dividends | | | 979,674 | | | | | |
Other assets | | | 6,876 | | | | | |
Total assets | | | | | | | $876,368,764 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $867,371 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 36,822 | | | | | |
Shareholder servicing costs | | | 165 | | | | | |
Distribution and/or service fees | | | 4,695 | | | | | |
Payable for independent Trustees’ compensation | | | 47 | | | | | |
Accrued expenses and other liabilities | | | 72,791 | | | | | |
Total liabilities | | | | | | | $981,891 | |
Net assets | | | | | | | $875,386,873 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $596,170,866 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 176,990,555 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 97,863,052 | | | | | |
Undistributed net investment income | | | 4,362,400 | | | | | |
Net assets | | | | | | | $875,386,873 | |
Shares of beneficial interest outstanding | | | | | | | 53,649,841 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $537,645,116 | | | | 32,830,234 | | | | $16.38 | |
Service Class | | | 337,741,757 | | | | 20,819,607 | | | | 16.22 | |
See Notes to Financial Statements
9
MFS Massachusetts Investors Growth Stock 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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Dividends | | | $11,740,034 | | | | | |
Interest | | | 114,660 | | | | | |
Dividends from underlying affiliated funds | | | 5,891 | | | | | |
Foreign taxes withheld | | | (248,641 | ) | | | | |
Total investment income | | | | | | | $11,611,944 | |
Expenses | | | | | | | | |
Management fee | | | $6,401,799 | | | | | |
Distribution and/or service fees | | | 722,918 | | | | | |
Shareholder servicing costs | | | 25,143 | | | | | |
Administrative services fee | | | 142,506 | | | | | |
Independent Trustees’ compensation | | | 17,043 | | | | | |
Custodian fee | | | 92,982 | | | | | |
Audit and tax fees | | | 58,688 | | | | | |
Legal fees | | | 17,999 | | | | | |
Miscellaneous | | | 3,188 | | | | | |
Total expenses | | | | | | | $7,482,266 | |
Fees paid indirectly | | | (64 | ) | | | | |
Reduction of expenses by investment adviser | | | (59,799 | ) | | | | |
Net expenses | | | | | | | $7,422,403 | |
Net investment income | | | | | | | $4,189,541 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $106,982,459 | | | | | |
Foreign currency | | | 9,036 | | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $106,991,495 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(117,315,734 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | (8,385 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(117,324,119 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(10,332,624 | ) |
Change in net assets from operations | | | | | | | $(6,143,083 | ) |
See Notes to Financial Statements
10
MFS Massachusetts Investors Growth Stock 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $4,189,541 | | | | $4,648,232 | |
Net realized gain (loss) on investments and foreign currency | | | 106,991,495 | | | | 66,424,428 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (117,324,119 | ) | | | (7,518,732 | ) |
Change in net assets from operations | | | $(6,143,083 | ) | | | $63,553,928 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(4,497,478 | ) | | | $(3,051,249 | ) |
From net realized gain on investments | | | (54,307,466 | ) | | | (48,654,855 | ) |
Total distributions declared to shareholders | | | $(58,804,944 | ) | | | $(51,706,104 | ) |
Change in net assets from fund share transactions | | | $346,773,849 | | | | $(36,052,511 | ) |
Total change in net assets | | | $281,825,822 | | | | $(24,204,687 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 593,561,051 | | | | 617,765,738 | |
At end of period (including undistributed net investment income of $4,362,400 and $4,650,367, respectively) | | | $875,386,873 | | | | $593,561,051 | |
See Notes to Financial Statements
11
MFS Massachusetts Investors Growth Stock 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $17.61 | | | | $17.31 | | | | $13.37 | | | | $11.45 | | | | $11.43 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.10 | | | | $0.14 | | | | $0.08 | | | | $0.09 | | | | $0.06 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.21 | ) | | | 1.77 | | | | 3.97 | | | | 1.88 | | | | 0.03 | |
Total from investment operations | | | $(0.11 | ) | | | $1.91 | | | | $4.05 | | | | $1.97 | | | | $0.09 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.09 | ) | | | $(0.10 | ) | | | $(0.11 | ) | | | $(0.05 | ) | | | $(0.07 | ) |
From net realized gain on investments | | | (1.03 | ) | | | (1.51 | ) | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.12 | ) | | | $(1.61 | ) | | | $(0.11 | ) | | | $(0.05 | ) | | | $(0.07 | ) |
Net asset value, end of period (x) | | | $16.38 | | | | $17.61 | | | | $17.31 | | | | $13.37 | | | | $11.45 | |
Total return (%) (k)(r)(s)(x) | | | (0.12 | ) | | | 11.51 | | | | 30.39 | | | | 17.25 | | | | 0.80 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.79 | | | | 0.80 | | | | 0.80 | | | | 0.80 | | | | 0.83 | |
Expenses after expense reductions (f) | | | 0.79 | | | | 0.80 | | | | 0.80 | | | | 0.80 | | | | 0.82 | |
Net investment income | | | 0.56 | | | | 0.81 | | | | 0.55 | | | | 0.74 | | | | 0.47 | |
Portfolio turnover | | | 27 | | | | 23 | | | | 26 | | | | 30 | | | | 24 | |
Net assets at end of period (000 omitted) | | | $537,645 | | | | $542,830 | | | | $561,066 | | | | $490,630 | | | | $485,484 | |
See Notes to Financial Statements
12
MFS Massachusetts Investors Growth Stock Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $17.48 | | | | $17.19 | | | | $13.27 | | | | $11.37 | | | | $11.34 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.06 | | | | $0.10 | | | | $0.05 | | | | $0.06 | | | | $0.03 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.21 | ) | | | 1.75 | | | | 3.94 | | | | 1.86 | | | | 0.03 | |
Total from investment operations | | | $(0.15 | ) | | | $1.85 | | | | $3.99 | | | | $1.92 | | | | $0.06 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.08 | ) | | | $(0.05 | ) | | | $(0.07 | ) | | | $(0.02 | ) | | | $(0.03 | ) |
From net realized gain on investments | | | (1.03 | ) | | | (1.51 | ) | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.11 | ) | | | $(1.56 | ) | | | $(0.07 | ) | | | $(0.02 | ) | | | $(0.03 | ) |
Net asset value, end of period (x) | | | $16.22 | | | | $17.48 | | | | $17.19 | | | | $13.27 | | | | $11.37 | |
Total return (%) (k)(r)(s)(x) | | | (0.33 | ) | | | 11.23 | | | | 30.13 | | | | 16.85 | | | | 0.57 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.04 | | | | 1.05 | | | | 1.05 | | | | 1.05 | | | | 1.08 | |
Expenses after expense reductions (f) | | | 1.03 | | | | 1.05 | | | | 1.05 | | | | 1.05 | | | | 1.07 | |
Net investment income | | | 0.35 | | | | 0.55 | | | | 0.30 | | | | 0.48 | | | | 0.22 | |
Portfolio turnover | | | 27 | | | | 23 | | | | 26 | | | | 30 | | | | 24 | |
Net assets at end of period (000 omitted) | | | $337,742 | | | | $50,731 | | | | $56,699 | | | | $50,583 | | | | $53,620 | |
(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
13
MFS Massachusetts Investors Growth Stock Portfolio
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 January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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 on a frequent basis 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
14
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $791,531,111 | | | | $— | | | | $— | | | | $791,531,111 | |
France | | | — | | | | 42,830,324 | | | | — | | | | 42,830,324 | |
Taiwan | | | 13,073,401 | | | | — | | | | — | | | | 13,073,401 | |
Switzerland | | | — | | | | 12,282,687 | | | | — | | | | 12,282,687 | |
United Kingdom | | | 7,318,836 | | | | — | | | | — | | | | 7,318,836 | |
Brazil | | | 4,388,613 | | | | — | | | | — | | | | 4,388,613 | |
Mutual Funds | | | 3,926,148 | | | | — | | | | — | | | | 3,926,148 | |
Total Investments | | | $820,238,109 | | | | $55,113,011 | | | | $— | | | | $875,351,120 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 1 investments presented above, equity investments amounting to $7,318,836 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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
15
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
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 included in “Interest” income 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, 2015, 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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $4,497,478 | | | | $3,051,249 | |
Long-term capital gains | | | 54,307,466 | | | | 48,654,855 | |
Total distributions | | | $58,804,944 | | | | $51,706,104 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $698,631,532 | |
Gross appreciation | | | 207,616,104 | |
Gross depreciation | | | (30,896,516 | ) |
Net unrealized appreciation (depreciation) | | | $176,719,588 | |
Undistributed ordinary income | | | 4,362,400 | |
Undistributed long-term capital gain | | | 98,135,890 | |
Other temporary differences | | | (1,871 | ) |
16
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $2,812,096 | | | | $2,911,001 | | | | $33,025,044 | | | | $44,499,260 | |
Service Class | | | 1,685,382 | | | | 140,248 | | | | 21,282,422 | | | | 4,155,595 | |
Total | | | $4,497,478 | | | | $3,051,249 | | | | $54,307,466 | | | | $48,654,855 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.75% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $59,799, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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, 2017. For the year ended December 31, 2015, 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, 2015, the fee was $24,331, which equated to 0.0029% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $812.
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, 2015 was equivalent to an annual effective rate of 0.0167% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
17
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $2,693 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $216,404,380 and $320,992,829, respectively. Purchases exclude the value of securities acquired in connection with the MFS Investors Growth Stock Series merger. (See Note 8.)
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 362,212 | | | | $6,177,282 | | | | 137,774 | | | | $2,413,075 | |
Service Class | | | 1,017,638 | | | | 17,272,523 | | | | 102,013 | | | | 1,781,081 | |
| | | 1,379,850 | | | | $23,449,805 | | | | 239,787 | | | | $4,194,156 | |
Shares issued in connection with acquisition of MFS Investors Growth Stock Series | | | | | | | | | | | | | | | | |
Initial Class | | | 3,851,646 | | | | $68,713,372 | | | | | | | | | |
Service Class | | | 18,671,119 | | | | 330,665,526 | | | | | | | | | |
| | | 22,522,765 | | | | $399,378,898 | | | | | | | | | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 2,359,259 | | | | $35,837,140 | | | | 2,835,542 | | | | $47,410,261 | |
Service Class | | | 1,525,087 | | | | 22,967,804 | | | | 258,474 | | | | 4,295,843 | |
| | | 3,884,346 | | | | $58,804,944 | | | | 3,094,016 | | | | $51,706,104 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (4,574,581 | ) | | | $(79,266,201 | ) | | | (4,551,831 | ) | | | $(79,010,040 | ) |
Service Class | | | (3,296,444 | ) | | | (55,593,597 | ) | | | (755,852 | ) | | | (12,942,731 | ) |
| | | (7,871,025 | ) | | | $(134,859,798 | ) | | | (5,307,683 | ) | | | $(91,952,771 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | 1,998,536 | | | | $31,461,593 | | | | (1,578,515 | ) | | | $(29,186,704 | ) |
Service Class | | | 17,917,400 | | | | 315,312,256 | | | | (395,365 | ) | | | (6,865,807 | ) |
| | | 19,915,936 | | | | $346,773,849 | | | | (1,973,880 | ) | | | $(36,052,511 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $2,849 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
18
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 5,748,391 | | | | 141,138,062 | | | | (142,960,305 | ) | | | 3,926,148 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $5,891 | | | | $3,926,148 | |
At close of business on March 27, 2015, the fund with net assets of approximately $584,446,043, acquired all of the assets and liabilities of MFS Investors Growth Stock Series, a series of MFS Variable Insurance Trust. The purpose of the transaction was to provide shareholders of MFS Investors Growth Stock Series the opportunity to participate in a larger combined portfolio with an identical investment objective, investment strategies and policies. The acquisition was accomplished by a tax-free exchange of approximately 22,522,765 shares of the fund (valued at approximately $399,378,898) for all of the assets and liabilities of MFS Investors Growth Stock Series. MFS Investors Growth Stock Series then distributed the shares of the fund that MFS Investors Growth Stock Series received from the fund to its shareholders. MFS Investors Growth Stock Series’ investments on that date were valued at approximately $399,252,356 with a cost basis of approximately $269,227,756. For financial reporting purposes, assets received and shares issued by the fund were recorded at fair value; however, the cost basis of the investments received from MFS Investors Growth Stock Series were carried forward to align ongoing reporting of the fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of MFS Investors Growth Stock Series that have been included in the fund’s Statement of Operations since March 27, 2015.
Assuming the acquisition had been completed on January 1, 2015, the fund’s pro forma results of operations for the year ended December 31, 2015 are as follows:
| | | | |
Net investment income | | | $4,194,951 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | $(5,036,653 | ) |
Change in net assets from operations | | | $(841,702 | ) |
19
MFS Massachusetts Investors Growth Stock Portfolio
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Massachusetts Investors Growth Stock Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Massachusetts Investors Growth Stock Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
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MFS Massachusetts Investors Growth Stock Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
21
MFS Massachusetts Investors Growth Stock Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
22
MFS Massachusetts Investors Growth Stock Portfolio
Trustees and Officers – continued
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 Jeffrey Constantino | | |
23
MFS Massachusetts Investors Growth Stock Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year period ended December 31, 2014 relative to the Lipper 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.
24
MFS Massachusetts Investors Growth Stock Portfolio
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
25
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $59,739,000 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.
26
rev. 3/11
| | | | |
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. |
27
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
28
ANNUAL REPORT
December 31, 2015
MFS® MONEY
MARKET PORTFOLIO
MFS® Variable Insurance Trust II
MKS-ANN
MFS® MONEY MARKET 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
MFS Money Market Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Money Market Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (u)
| | | | |
Composition including fixed income credit quality (a)(u) | |
A-1+ | | | 28.0% | |
A-1 | | | 72.3% | |
Other Assets Less Liabilities | | | (0.3)% | |
| | | | |
Maturity breakdown (u) | | | | |
0 - 7 days | | | 24.9% | |
8 - 29 days | | | 51.3% | |
30 - 59 days | | | 12.7% | |
60 - 89 days | | | 8.0% | |
90 - 365 days | | | 3.4% | |
Other Assets Less Liabilities | | | (0.3)% | |
(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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Money Market Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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.) An investment in the portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per unit, it is possible to lose money by investing in the fund.
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.
| | | | | | | | | | |
| | Share Class | | Inception | | 1-Year Total Return | | Current 7-day yield | | |
| | Initial Class | | 7/19/85 | | 0.00% | | 0.00% | | |
| | Service Class | | 8/24/01 | | 0.00% | | 0.00% | | |
Notes to Performance Summary
Yields quoted are based on the latest seven days ended as of December 31, 2015, with dividends annualized. The yield quotations more closely reflect the current earnings of the fund than the total return quotations.
Performance results reflect any applicable expense subsidies, waivers and adjustments in effect during the periods shown. Subsidies and fee waivers may be imposed to enhance a fund’s yield or to avoid a negative yield during periods when the fund’s operating expenses have a significant impact on the fund’s yield due to lower interest rates. 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 gain distributions.
3
MFS Money Market Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 |
Initial Class | | Actual | | | 0.15% | | | | $1,000.00 | | | | $1,000.00 | | | $0.76 |
| Hypothetical (h) | | | 0.15% | | | | $1,000.00 | | | | $1,024.45 | | | $0.77 |
Service Class | | Actual | | | 0.15% | | | | $1,000.00 | | | | $1,000.00 | | | $0.76 |
| Hypothetical (h) | | | 0.15% | | | | $1,000.00 | | | | $1,024.45 | | | $0.77 |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Notes to Expense Table
As more fully disclosed in footnote 3 to the financial statements, the expense ratios reported above include additional expense reductions to avoid a negative yield.
4
MFS Money Market Portfolio
PORTFOLIO OF INVESTMENTS 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
CERTIFICATES OF DEPOSIT – 21.4% | |
Major Banks – 17.4% | |
Bank of Montreal/Chicago Branch, 0.31%, due 1/21/16 | | $ | 15,440,000 | | | $ | 15,440,000 | |
Bank of Nova Scotia/Houston Branch, 0.43%, due 4/04/16 | | | 5,000,000 | | | | 5,000,000 | |
Canadian Imperial Bank of Commerce/New York Branch, 0.15%, due 1/22/16 | | | 5,000,000 | | | | 5,000,000 | |
Canadian Imperial Bank of Commerce/New York Branch, 0.23%, due 1/25/16 | | | 9,650,000 | | | | 9,650,000 | |
National Australia Bank/New York Branch, 0.23%, due 1/19/16 | | | 2,585,000 | | | | 2,585,000 | |
Royal Bank of Canada/New York Branch, 0.265%, due 2/22/16 | | | 11,800,000 | | | | 11,800,000 | |
Toronto Dominion Holdings (USA), Inc., 0.24%, due 3/21/16 | | | 15,375,000 | | | | 15,375,000 | |
| | | | | | | | |
| | | | | | $ | 64,850,000 | |
| | | | | | | | |
Other Banks & Diversified Financials – 4.0% | |
Mizuho Corporate Bank (USA)/New York Branch, 0.29%, due 1/05/16 | | $ | 15,000,000 | | | $ | 15,000,000 | |
| | | | | | | | |
Total Certificates of Deposit, at Cost and Value | | | | | | $ | 79,850,000 | |
| | | | | | | | |
|
COMMERCIAL PAPER (y) – 33.8% | |
Computer Software – Systems – 4.1% | |
Apple, Inc., 0.142%, due 1/06/16 | | $ | 15,150,000 | | | $ | 15,149,705 | |
| | | | | | | | |
Conglomerates – 3.9% | |
Emerson Electric Co., 0.203%, due 1/26/16 (t) | | $ | 4,000,000 | | | $ | 3,999,444 | |
Emerson Electric Co., 0.183%, due 1/27/16 (t) | | | 10,000,000 | | | | 9,998,700 | |
Emerson Electric Co., 0.426%, due 2/12/16 (t) | | | 500,000 | | | | 499,755 | |
| | | | | | | | |
| | | | | | $ | 14,497,899 | |
| | | | | | | | |
Consumer Products – 3.9% | |
Procter & Gamble Co., 0.304%, due 1/12/16 (t) | | $ | 14,520,000 | | | $ | 14,518,669 | |
| | | | | | | | |
Food & Beverages – 3.9% | |
Coca-Cola Co., 0.152%, due 1/08/16 (t) | | $ | 14,578,000 | | | $ | 14,577,575 | |
| | | | | | | | |
Major Banks – 4.0% | |
ANZ National (International) Ltd., 0.284%, due 2/03/16 (t) | | $ | 15,100,000 | | | $ | 15,096,124 | |
| | | | | | | | |
Oils – 2.8% | |
Exxon Mobil Corp., 0.243%, due 1/28/16 | | $ | 10,425,000 | | | $ | 10,423,123 | |
| | | | | | | | |
Other Banks & Diversified Financials – 7.8% | |
National Bank of Canada/New York Branch, 0.406%, due 3/01/16 | | $ | 14,500,000 | | | $ | 14,490,333 | |
Westpac Banking Corp., 0.38%, due 2/03/16 (t) | | | 9,000,000 | | | | 8,996,906 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMERCIAL PAPER (y) – continued | |
Other Banks & Diversified Financials – continued | |
Westpac Banking Corp., 0.386%, due 2/10/16 (t) | | $ | 5,645,000 | | | $ | 5,642,617 | |
| | | | | | | | |
| | | | | | $ | 29,129,856 | |
| | | | | | | | |
Pharmaceuticals – 3.4% | |
Johnson & Johnson, 0.304%, due 1/11/16 (t) | | $ | 7,561,000 | | | $ | 7,560,370 | |
Johnson & Johnson, 0.335%, due 1/12/16 (t) | | | 5,196,000 | | | | 5,195,476 | |
| | | | | | | | |
| | | | | | $ | 12,755,846 | |
| | | | | | | | |
Total Commercial Paper, at Amortized Cost and Value | | | | | | $ | 126,148,797 | |
| | | | | | | | |
|
U.S. GOVERNMENT AGENCIES AND EQUIVALENTS (y) – 43.9% | |
Federal Home Loan Bank, 0.152%, due 1/04/16 | | $ | 15,523,000 | | | $ | 15,522,806 | |
Federal Home Loan Bank, 0.096%, due 1/08/16 | | | 5,000,000 | | | | 4,999,908 | |
Federal Home Loan Bank, 0.264%, due 1/08/16 | | | 3,336,000 | | | | 3,335,831 | |
Federal Home Loan Bank, 0.162%, due 1/12/16 | | | 4,611,000 | | | | 4,610,775 | |
Federal Home Loan Bank, 0.126%, due 1/13/16 | | | 5,000,000 | | | | 4,999,793 | |
Federal Home Loan Bank, 0.233%, due 1/13/16 | | | 2,395,000 | | | | 2,394,816 | |
Federal Home Loan Bank, 0.264%, due 1/14/16 | | | 2,265,000 | | | | 2,264,787 | |
Federal Home Loan Bank, 0.172%, due 1/15/16 | | | 7,385,000 | | | | 7,384,512 | |
Federal Home Loan Bank, 0.304%, due 1/15/16 | | | 6,570,000 | | | | 6,569,234 | |
Federal Home Loan Bank, 0.274%, due 1/19/16 | | | 1,000,000 | | | | 999,865 | |
Federal Home Loan Bank, 0.12%, due 1/20/16 | | | 15,535,000 | | | | 15,534,033 | |
Federal Home Loan Bank, 0.254%, due 1/20/16 | | | 7,586,000 | | | | 7,584,999 | |
Federal Home Loan Bank, 0.264%, due 1/20/16 | | | 1,800,000 | | | | 1,799,753 | |
Federal Home Loan Bank, 0.274%, due 1/20/16 | | | 14,700,000 | | | | 14,697,905 | |
Federal Home Loan Bank, 0.112%, due 1/22/16 | | | 5,428,000 | | | | 5,427,652 | |
Federal Home Loan Bank, 0.192%, due 1/22/16 | | | 3,658,000 | | | | 3,657,597 | |
Federal Home Loan Bank, 0.193%, due 1/22/16 | | | 6,970,000 | | | | 6,969,227 | |
Federal Home Loan Bank, 0.284%, due 1/27/16 | | | 1,000,000 | | | | 999,798 | |
Federal Home Loan Bank, 0.355%, due 2/19/16 | | | 1,000,000 | | | | 999,524 | |
5
MFS Money Market Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
U.S. GOVERNMENT AGENCIES AND EQUIVALENTS (y) – continued | |
Freddie Mac, 0.243%, due 1/05/16 | | $ | 3,092,000 | | | $ | 3,091,918 | |
Freddie Mac, 0.335%, due 2/01/16 | | | 3,291,000 | | | | 3,290,065 | |
U.S. Treasury Bill, 0.28%, due 1/07/16 | | | 16,785,000 | | | | 16,784,231 | |
U.S. Treasury Bill, 0.072%, due 1/14/16 | | | 4,000,000 | | | | 3,999,897 | |
U.S. Treasury Bill, 0.074%, due 1/14/16 | | | 1,000,000 | | | | 999,974 | |
U.S. Treasury Bill, 0.177%, due 1/21/16 | | | 16,000,000 | | | | 15,998,444 | |
U.S. Treasury Bill, 0.106%, due 2/04/16 | | | 1,000,000 | | | | 999,901 | |
U.S. Treasury Bill, 0.107%, due 3/31/16 | | | 7,800,000 | | | | 7,797,953 | |
| | | | | | | | |
Total U.S. Government Agencies and Equivalents, at Amortized Cost and Value | | | | | | $ | 163,715,198 | |
| | | | | | | | |
|
FLOATING RATE DEMAND NOTES – 1.2% | |
East Baton Rouge Parish, LA, Pollution Control Rev. (Exxon Mobil Corp.), 0.01%, due 1/04/16 | | $ | 3,300,000 | | | $ | 3,300,000 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
FLOATING RATE DEMAND NOTES – continued | |
Lincoln County, WY, Pollution Control Rev. (Exxon Mobil Corp.), “C”, 0.01%, due 1/04/16 | | $ | 1,020,000 | | | $ | 1,020,000 | |
| | | | | | | | |
Total Floating Rate Demand Notes, at Cost and Value | | | | | | $ | 4,320,000 | |
| | | | | | | | |
Total Investments, at Amortized Cost and Value | | | | | | $ | 374,033,995 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.3)% | | | | | | | (1,176,211 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 372,857,784 | |
| | | | | | | | |
(t) | | Security exempt from registration with the U.S. Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933. |
(y) | | The rate shown represents an annualized yield at time of purchase. |
See Notes to Financial Statements
6
MFS Money Market 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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments, at amortized cost and value | | | $374,033,995 | | | | | |
Cash | | | 708 | | | | | |
Receivables for | | | | | | | | |
Fund shares sold | | | 25,930 | | | | | |
Interest | | | 46,347 | | | | | |
Other assets | | | 3,235 | | | | | |
Total assets | | | | | | | $374,110,215 | |
Liabilities | | | | | | | | |
Payable for fund shares reacquired | | | $1,154,412 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 556 | | | | | |
Shareholder servicing costs | | | 41 | | | | | |
Payable for independent Trustees’ compensation | | | 39 | | | | | |
Accrued expenses and other liabilities | | | 97,383 | | | | | |
Total liabilities | | | | | | | $1,252,431 | |
Net assets | | | | | | | $372,857,784 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $373,050,709 | | | | | |
Accumulated net realized gain (loss) on investments | | | (192,925 | ) | | | | |
Net assets | | | | | | | $372,857,784 | |
Shares of beneficial interest outstanding | | | | | | | 373,081,190 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $190,761,223 | | | | 190,875,512 | | | | $1.00 | |
Service Class | | | 182,096,561 | | | | 182,205,678 | | | | 1.00 | |
See Notes to Financial Statements
7
MFS Money Market 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 12/31/15 | | | | | | | | |
Net investment income | | | | | |
Interest income | | | | | | | $507,889 | |
Expenses | | | | | | | | |
Management fee | | | $1,938,445 | | | | | |
Distribution and/or service fees | | | 479,513 | | | | | |
Shareholder servicing costs | | | 9,205 | | | | | |
Administrative services fee | | | 70,300 | | | | | |
Independent Trustees’ compensation | | | 9,783 | | | | | |
Custodian fee | | | 33,002 | | | | | |
Shareholder communications | | | 95,539 | | | | | |
Audit and tax fees | | | 33,151 | | | | | |
Legal fees | | | 22,322 | | | | | |
Miscellaneous | | | 15,425 | | | | | |
Total expenses | | | | | | | $2,706,685 | |
Fees paid indirectly | | | (277 | ) | | | | |
Reduction of expenses by investment adviser and distributor | | | (2,198,519 | ) | | | | |
Net expenses | | | | | | | $507,889 | |
Net investment income | | | | | | | $0 | |
Net realized gain (loss) on investments | | | | | | | $51 | |
Change in net assets from operations | | | | | | | $51 | |
See Notes to Financial Statements
8
MFS Money Market 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $0 | | | | $0 | |
Net realized gain (loss) on investments | | | 51 | | | | 347 | |
Change in net assets from operations | | | $51 | | | | $347 | |
Change in net assets from fund share transactions | | | $(46,710,775 | ) | | | $(56,068,675 | ) |
Total change in net assets | | | $(46,710,724 | ) | | | $(56,068,328 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 419,568,508 | | | | 475,636,836 | |
At end of period | | | $372,857,784 | | | | $419,568,508 | |
See Notes to Financial Statements
9
MFS Money Market 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.00 | | | | $0.00 | | | | $0.00 | | | | $0.00 | | | | $0.00 | |
Net realized and unrealized gain (loss) on investments | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | | | | 0.00 | (w) |
Total from investment operations | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | | | | $0.00 | (w) |
Net asset value, end of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Total return (%) (k)(r) | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.57 | | | | 0.55 | | | | 0.55 | | | | 0.55 | | | | 0.58 | |
Expenses after expense reductions (f) | | | 0.13 | | | | 0.10 | | | | 0.12 | | | | 0.16 | | | | 0.15 | |
Net investment income | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Net assets at end of period (000 omitted) | | | $190,761 | | | | $214,019 | | | | $228,673 | | | | $242,646 | | | | $188,106 | |
| |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.00 | | | | $0.00 | | | | $0.00 | | | | $0.00 | | | | $0.00 | |
Net realized and unrealized gain (loss) on investments | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | | | | 0.00 | (w) |
Total from investment operations | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | | | | $0.00 | (w) |
Net asset value, end of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Total return (%) (k)(r) | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.82 | | | | 0.80 | | | | 0.80 | | | | 0.80 | | | | 0.83 | |
Expenses after expense reductions (f) | | | 0.13 | | | | 0.10 | | | | 0.12 | | | | 0.15 | | | | 0.16 | |
Net investment income | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Net assets at end of period (000 omitted) | | | $182,097 | | | | $205,550 | | | | $246,964 | | | | $289,762 | | | | $131,924 | |
(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
10
MFS Money Market Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS 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 January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Short term securities | | | $— | | | | $374,033,995 | | | | $— | | | | $374,033,995 | |
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
11
MFS Money Market Portfolio
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.
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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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.
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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
During the year ended December 31, 2015, there were no significant adjustments due to differences between book and tax accounting.
The fund declared no distributions for the years ended December 31, 2015 and December 31, 2014.
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $374,033,995 | |
Capital loss carryforwards | | | (192,925 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after December 31, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:
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.
(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:
| | | | |
First $500 million of average daily net assets | | | 0.50% | |
Average daily net assets in excess of $500 million | | | 0.45% | |
12
MFS Money Market Portfolio
Notes to Financial Statements – continued
During the year ended December 31, 2015, MFS voluntarily waived receipt of $1,692,063 of the fund’s management fee in order to avoid a negative yield. For the year ended December 31, 2015, this voluntary waiver had the effect of reducing the management fee by 0.44% of average daily net assets on an annualized basis. MFS has also 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, 2015, this management fee reduction amounted to $26,943, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.06% 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 0.57% of average daily net assets for the Initial Class shares and 0.82% 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, 2017. For the year ended December 31, 2015, 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. During the year ended December 31, 2015, MFD voluntarily waived receipt of $479,513 of the fund’s distribution and/or service fee in order to avoid a negative yield. For the year ended December 31, 2015, this voluntary waiver had the effect of reducing the distribution and/or service fee by 0.25% of average daily net assets attributable to Service Class shares on an annualized basis. The distribution and/or service fees incurred for the year ended December 31, 2015 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, 2015, the fee was $8,866, which equated to 0.0023% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $339.
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, 2015 was equivalent to an annual effective rate of 0.0181% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $1,258 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
13
MFS Money Market Portfolio
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. Transactions in fund shares were as follows:
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 58,858,173 | | | | $58,858,173 | | | | 63,587,502 | | | | $63,587,502 | |
Service Class | | | 77,562,487 | | | | 77,562,487 | | | | 75,670,502 | | | | 75,670,502 | |
| | | 136,420,660 | | | | $136,420,660 | | | | 139,258,004 | | | | $139,258,004 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (82,126,619 | ) | | | $(82,126,619 | ) | | | (78,241,619 | ) | | | $(78,241,619 | ) |
Service Class | | | (101,004,816 | ) | | | (101,004,816 | ) | | | (117,085,060 | ) | | | (117,085,060 | ) |
| | | (183,131,435 | ) | | | $(183,131,435 | ) | | | (195,326,679 | ) | | | $(195,326,679 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (23,268,446 | ) | | | $(23,268,446 | ) | | | (14,654,117 | ) | | | $(14,654,117 | ) |
Service Class | | | (23,442,329 | ) | | | (23,442,329 | ) | | | (41,414,558 | ) | | | (41,414,558 | ) |
| | | (46,710,775 | ) | | | $(46,710,775 | ) | | | (56,068,675 | ) | | | $(56,068,675 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $1,287 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
14
MFS 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 Money Market Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Money Market Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Money Market Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
15
MFS Money Market Portfolio
RESULTS OF SHAREHOLDER MEETING (unaudited)
At a special meeting of shareholders of MFS Money Market Portfolio, which was held on October 8, 2015, the following action was taken:
Item 1. To approve an amendment to the fund’s fundamental investment policy concerning industry concentration.
| | | | | | |
Number of Shares | |
For | | Against | | Withheld Authority | |
345,791,094.875 | | 6,850,387.095 | | | 29,178,836.692 | |
16
MFS Money Market Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
17
MFS Money Market Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
18
MFS Money Market Portfolio
Trustees and Officers – continued
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 Edward O’Dette | | |
19
MFS Money Market Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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, and MFS’ voluntary waiver of its fees to ensure that the Fund avoids a negative yield. 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.
20
MFS Money Market Portfolio
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
21
MFS 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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
22
rev. 3/11
| | | | |
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. |
23
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
24
ANNUAL REPORT
December 31, 2015
MFS® RESEARCH INTERNATIONAL PORTFOLIO
MFS® Variable Insurance Trust II
RSS-ANN
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
MFS Research International Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Research International Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Roche Holding AG | | | 3.7% | |
Nestle S.A. | | | 3.4% | |
Novartis AG | | | 3.3% | |
HSBC Holdings PLC | | | 2.1% | |
Bayer AG | | | 1.9% | |
Danone S.A. | | | 1.9% | |
Mitsubishi UFJ Financial Group, Inc. | | | 1.8% | |
Westpac Banking Corp. | | | 1.8% | |
UBS AG | | | 1.8% | |
Schneider Electric S.A. | | | 1.7% | |
| |
Global equity sectors | | | | |
Financial Services | | | 25.5% | |
Capital Goods | | | 21.9% | |
Health Care | | | 11.6% | |
Consumer Staples | | | 10.2% | |
Consumer Cyclicals | | | 8.6% | |
Technology | | | 8.4% | |
Energy | | | 8.4% | |
Telecommunications/Cable Television | | | 4.9% | |
| | | | |
Issuer country weightings (x) | | | | |
United Kingdom | | | 20.5% | |
Japan | | | 20.4% | |
Switzerland | | | 15.1% | |
France | | | 9.1% | |
Germany | | | 6.6% | |
Australia | | | 4.7% | |
Netherlands | | | 4.0% | |
Hong Kong | | | 3.5% | |
United States | | | 3.0% | |
Other Countries | | | 13.1% | |
| |
Currency exposure weightings (y) | | | | |
Euro | | | 24.0% | |
British Pound Sterling | | | 20.5% | |
Japanese Yen | | | 20.4% | |
Swiss Franc | | | 15.1% | |
Australian Dollar | | | 4.7% | |
Hong Kong Dollar | | | 4.1% | |
United States Dollar | | | 3.5% | |
Taiwan Dollar | | | 2.2% | |
Swedish Krona | | | 1.2% | |
Other Currencies | | | 4.3% | |
(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 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Research International Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Research International Portfolio (“fund”) provided a total return of –1.96%, while Service Class shares of the fund provided a total return of –2.20%. These compare with a return of –0.39% over the same period for the fund’s benchmark, the MSCI EAFE Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Stock selection within the capital goods sector detracted from performance relative to the MSCI EAFE Index, led by overweight positions in mining operator Rio Tinto (Australia), electrical distribution equipment manufacturer Schneider Electric (France) and industrial gas supplier Linde (Germany). Additionally, holdings of steel producer Gerdau (b) (Brazil) also dampened relative results. The share price of Rio Tinto fell in the second half of the period following significant risks due to pressure on commodity prices from the global macroeconomic environment. The company also posted mixed results and softer-than-expected guidance.
Weak security selection in both the health care and consumer staples sectors held back relative returns. Within the health care sector, the fund’s holdings of pharmaceutical company Valeant Pharmaceuticals (b) (Canada) and not owning shares of pharmaceutical company Novo Nordisk (Denmark) dampened relative performance. Shares of Valeant Pharmaceuticals fell sharply in October after it was reported, through several media outlets, that the company may have manipulated its revenue recognition through its smaller distributors. Valeant had ownership interest in one of these distributors, Philidor, which added to the speculation that the company had done something wrong. Within the consumer staples sector, the fund’s holdings of food producer M. Dias Branco SA Industria e Comercio de Alimentos (b) (Brazil) also weighed on relative results.
Elsewhere, the fund’s holdings of integrated circuits manufacturer MediaTek (b) (Taiwan) hurt relative performance. Shares lagged the benchmark as weak demand led the company to cut its full-year smartphone chipset shipment guidance by over 11%. Furthermore, management’s third-quarter guidance missed market expectations and the firm’s margins came under pressure following pricing competition. Additionally, overweight positions in financial services firms Barclays (United Kingdom) and Royal Bank of Scotland (h) (United Kingdom) also hampered relative returns.
Contributors to Performance
Stock selection within the financial services sector contributed to relative performance. Not owning shares of financial services firm Banco Santander (Spain), and an overweight position in investment management and banking firm UBS (Switzerland) aided relative results. Shares of Banco Santander depreciated following increasing capital outflows due to weakened emerging market currencies (Latin America accounts for nearly 50% of group profits) and slowed economic growth.
Strong security selection in the consumer cyclicals also helped relative performance. Here, the fund’s holdings of food and drug store operator Sundrug (b) (Japan) boosted relative performance. Sundrug’s share price appreciated throughout the year as the company’s operating profit surpassed market expectations. The favorable earnings reflected solid sales volumes, an improvement in product mix and lower administrative costs due to a slowdown in new store openings.
3
MFS Research International Portfolio
Management Review – continued
Elsewhere, overweight positions in pharmaceutical company Santen Pharmaceutical (Japan), tobacco company Japan Tobacco (Japan), telecommunications company KDDI (Japan), semiconductor and system solutions provider Infineon Technologies (Germany) and medical products manufacturer Terumo (Japan) boosted relative performance. Shares of Santen Pharmaceutical grew after the company reported an upside surprise in earnings, fueled by strong sales across their product line of ophthalmic drugs, with particularly strong sales of Eylea, a recently introduced drug for treating age related macular degeneration. Additionally, the company received European regulatory approval for its dry-eye treatment Ikervis which further supported the stock. Not owning shares of multinational commodity trading and mining company Glencore (United Kingdom) and the timing of the fund’s ownership in shares of paint and chemicals manufacturer Nippon Paint (Japan) also aided relative results.
The fund’s relative currency exposure, resulting primarily from differences between the fund’s and the benchmark’s exposure to holdings of securities denominated in foreign currencies, was another 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,
| | |
Jose Luis Garcia | | Thomas Melendez |
Portfolio Manager | | Portfolio Manager |
(b) | Security is not an index constituent. |
(h) | Security was not held in the fund at period end. |
The views expressed in this report are those of the portfolio managers 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.
4
MFS Research International Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | (1.96)% | | 2.45% | | 3.10% | | |
| | Service Class | | 8/24/01 | | (2.20)% | | 2.21% | | 2.84% | | |
| | | | |
Comparative benchmark | | | | | | | | |
| | MSCI EAFE Index (f) | | (0.39)% | | 4.07% | | 3.50% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition
MSCI EAFE (Europe, Australasia, Far East) Index – 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.
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.
5
MFS Research International Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 1.01% | | | | $1,000.00 | | | | $915.01 | | | | $4.88 | |
| Hypothetical (h) | | | 1.01% | | | | $1,000.00 | | | | $1,020.11 | | | | $5.14 | |
Service Class | | Actual | | | 1.26% | | | | $1,000.00 | | | | $913.89 | | | | $6.08 | |
| Hypothetical (h) | | | 1.26% | | | | $1,000.00 | | | | $1,018.85 | | | | $6.41 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Research International Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 99.5% | | | | | |
Airlines – 0.2% | | | | | | | | |
Stagecoach Group PLC | | | 208,400 | | | $ | 907,305 | |
| | | | | | | | |
Alcoholic Beverages – 0.4% | | | | | | | | |
AmBev S.A., ADR | | | 377,366 | | | $ | 1,683,052 | |
| | | | | | | | |
Apparel Manufacturers – 1.5% | | | | | | | | |
Burberry Group PLC | | | 78,978 | | | $ | 1,391,331 | |
Global Brands Group Holding Ltd. (a) | | | 1,886,000 | | | | 356,251 | |
LVMH Moet Hennessy Louis Vuitton S.A. | | | 26,390 | | | | 4,125,460 | |
| | | | | | | | |
| | | | | | $ | 5,873,042 | |
| | | | | | | | |
Automotive – 3.7% | | | | | | | | |
DENSO Corp. | | | 130,000 | | | $ | 6,198,319 | |
GKN PLC | | | 1,450,146 | | | | 6,583,530 | |
USS Co. Ltd. | | | 133,200 | | | | 2,004,082 | |
| | | | | | | | |
| | | | | | $ | 14,785,931 | |
| | | | | | | | |
Broadcasting – 1.3% | | | | | | | | |
WPP PLC | | | 221,514 | | | $ | 5,098,746 | |
| | | | | | | | |
Business Services – 3.7% | | | | | | | | |
Amadeus IT Holding S.A. | | | 44,843 | | | $ | 1,974,584 | |
Brenntag AG | | | 26,163 | | | | 1,365,507 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 75,670 | | | | 4,541,713 | |
Compass Group PLC | | | 186,389 | | | | 3,228,602 | |
Mitsubishi Corp. | | | 125,400 | | | | 2,083,325 | |
Nomura Research, Inc. | | | 47,100 | | | | 1,810,285 | |
| | | | | | | | |
| | | | | | $ | 15,004,016 | |
| | | | | | | | |
Chemicals – 0.6% | | | | | | | | |
Orica Ltd. | | | 230,896 | | | $ | 2,582,834 | |
| | | | | | | | |
Computer Software – 0.4% | | | | | | | | |
Dassault Systems S.A. | | | 20,212 | | | $ | 1,617,134 | |
| | | | | | | | |
Conglomerates – 1.0% | | | | | | | | |
CK Hutchison Holdings Ltd. | | | 298,512 | | | $ | 4,006,623 | |
| | | | | | | | |
Consumer Products – 3.0% | | | | | | | | |
L’Oréal | | | 32,854 | | | $ | 5,527,377 | |
Reckitt Benckiser Group PLC | | | 72,150 | | | | 6,641,331 | |
| | | | | | | | |
| | | | | | $ | 12,168,708 | |
| | | | | | | | |
Containers – 0.6% | | | | | | | | |
Brambles Ltd. | | | 307,739 | | | $ | 2,575,181 | |
| | | | | | | | |
Electrical Equipment – 2.0% | | | | | | | | |
Legrand S.A. | | | 25,046 | | | $ | 1,413,617 | |
Schneider Electric S.A. | | | 118,091 | | | | 6,723,614 | |
| | | | | | | | |
| | | | | | $ | 8,137,231 | |
| | | | | | | | |
Electronics – 3.1% | | | | | | | | |
Infineon Technologies AG | | | 245,133 | | | $ | 3,587,232 | |
MediaTek, Inc. | | | 387,000 | | | | 2,924,697 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 1,352,804 | | | | 5,837,452 | |
| | | | | | | | |
| | | | | | $ | 12,349,381 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Energy – Independent – 1.8% | | | | | | | | |
Cairn Energy PLC (a) | | | 437,330 | | | $ | 1,016,711 | |
Galp Energia SGPS S.A., “B” | | | 214,798 | | | | 2,489,916 | |
INPEX Corp. | | | 191,500 | | | | 1,888,791 | |
Oil Search Ltd. | | | 400,127 | | | | 1,953,536 | |
| | | | | | | | |
| | | | | | $ | 7,348,954 | |
| | | | | | | | |
Energy – Integrated – 1.9% | | | | | | | | |
BG Group PLC | | | 309,457 | | | $ | 4,487,532 | |
Royal Dutch Shell PLC, “A” | | | 148,804 | | | | 3,343,106 | |
| | | | | | | | |
| | | | | | $ | 7,830,638 | |
| | | | | | | | |
Food & Beverages – 5.4% | | | | | | | | |
Danone S.A. | | | 112,350 | | | $ | 7,582,207 | |
M. Dias Branco S.A. Industria e Comercio de Alimentos | | | 12,639 | | | | 212,447 | |
Nestle S.A. | | | 186,761 | | | | 13,843,409 | |
| | | | | | | | |
| | | | | | $ | 21,638,063 | |
| | | | | | | | |
Food & Drug Stores – 1.1% | | | | | | | | |
Magnit OJSC | | | 6,127 | | | $ | 942,383 | |
Sundrug Co. Ltd. | | | 52,500 | | | | 3,376,494 | |
| | | | | | | | |
| | | | | | $ | 4,318,877 | |
| | | | | | | | |
General Merchandise – 0.2% | | | | | | | | |
PriceSmart, Inc. | | | 11,183 | | | $ | 928,077 | |
| | | | | | | | |
Insurance – 4.1% | | | | | | | | |
AIA Group Ltd. | | | 1,111,000 | | | $ | 6,618,847 | |
Hiscox Ltd. | | | 141,061 | | | | 2,191,815 | |
Sony Financial Holdings, Inc. | | | 143,300 | | | | 2,559,760 | |
Zurich Insurance Group AG | | | 20,231 | | | | 5,162,130 | |
| | | | | | | | |
| | | | | | $ | 16,532,552 | |
| | | | | | | | |
Internet – 0.6% | | | | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 30,680 | | | $ | 2,493,364 | |
| | | | | | | | |
Machinery & Tools – 3.9% | | | | | | | | |
Daikin Industries Ltd. | | | 57,900 | | | $ | 4,213,827 | |
GEA Group AG | | | 49,989 | | | | 2,014,375 | |
Kubota Corp. | | | 341,000 | | | | 5,256,541 | |
Schindler Holding AG | | | 25,163 | | | | 4,213,460 | |
| | | | | | | | |
| | | | | | $ | 15,698,203 | |
| | | | | | | | |
Major Banks – 10.2% | | | | | | | | |
Barclays PLC | | | 1,718,499 | | | $ | 5,562,229 | |
BNP Paribas | | | 92,634 | | | | 5,243,455 | |
BOC Hong Kong Holdings Ltd. | | | 617,500 | | | | 1,873,668 | |
HSBC Holdings PLC | | | 1,071,845 | | | | 8,458,396 | |
Mitsubishi UFJ Financial Group, Inc. | | | 1,204,100 | | | | 7,452,048 | |
Sumitomo Mitsui Financial Group, Inc. | | | 134,600 | | | | 5,077,421 | |
Westpac Banking Corp. | | | 305,547 | | | | 7,406,284 | |
| | | | | | | | |
| | | | | | $ | 41,073,501 | |
| | | | | | | | |
Medical Equipment – 0.8% | |
Terumo Corp. | | | 102,000 | | | $ | 3,157,143 | |
| | | | | | | | |
7
MFS Research International Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Metals & Mining – 2.8% | | | | | | | | |
BHP Billiton PLC | | | 205,595 | | | $ | 2,303,470 | |
Gerdau S.A., ADR | | | 471,186 | | | | 565,423 | |
Iluka Resources Ltd. | | | 389,662 | | | | 1,724,223 | |
Rio Tinto Ltd. | | | 224,780 | | | | 6,559,483 | |
| | | | | | | | |
| | | | | | $ | 11,152,599 | |
| | | | | | | | |
Natural Gas – Distribution – 2.7% | | | | | | | | |
Centrica PLC | | | 606,521 | | | $ | 1,948,156 | |
China Resources Gas Group Ltd. | | | 874,000 | | | | 2,600,707 | |
Engie | | | 205,750 | | | | 3,641,303 | |
Tokyo Gas Co. Ltd. | | | 541,000 | | | | 2,541,260 | |
| | | | | | | | |
| | | | | | $ | 10,731,426 | |
| | | | | | | | |
Natural Gas – Pipeline – 1.1% | | | | | | | | |
APA Group | | | 408,126 | | | $ | 2,563,986 | |
Enbridge, Inc. | | | 53,480 | | | | 1,777,900 | |
| | | | | | | | |
| | | | | | $ | 4,341,886 | |
| | | | | | | | |
Network & Telecom – 0.6% | | | | | | | | |
Ericsson, Inc., “B” | | | 235,777 | | | $ | 2,283,902 | |
| | | | | | | | |
Oil Services – 0.3% | | | | | | | | |
Technip | | | 20,841 | | | $ | 1,029,463 | |
| | | | | | | | |
Other Banks & Diversified Financials – 10.3% | |
ABN AMRO Group N.V., GDR (a) | | | 180,092 | | | $ | 4,045,428 | |
Aeon Credit Service Co. Ltd. | | | 96,600 | | | | 2,161,129 | |
DBS Group Holdings Ltd. | | | 141,100 | | | | 1,651,928 | |
Element Financial Corp. | | | 151,102 | | | | 1,823,664 | |
HDFC Bank Ltd., ADR | | | 43,883 | | | | 2,703,193 | |
Intesa Sanpaolo S.p.A. | | | 1,601,253 | | | | 5,336,330 | |
Julius Baer Group Ltd. | | | 56,133 | | | | 2,691,224 | |
Kasikornbank Co. Ltd. | | | 215,700 | | | | 891,750 | |
Kasikornbank PLC, NVDR | | | 14,200 | | | | 59,295 | |
KBC Groep N.V. | | | 58,443 | | | | 3,654,193 | |
Lloyds TSB Group PLC | | | 6,112,546 | | | | 6,584,422 | |
MasterCard, Inc., “A” | | | 31,202 | | | | 3,037,827 | |
UBS AG | | | 366,989 | | | | 7,062,300 | |
| | | | | | | | |
| | | | | | $ | 41,702,683 | |
| | | | | | | | |
Pharmaceuticals – 10.8% | | | | | | | | |
Bayer AG | | | 62,295 | | | $ | 7,815,611 | |
Novartis AG | | | 154,934 | | | | 13,243,231 | |
Roche Holding AG | | | 54,247 | | | | 14,949,829 | |
Santen Pharmaceutical Co. Ltd. | | | 334,200 | | | | 5,496,068 | |
Valeant Pharmaceuticals International, Inc. (a) | | | 20,549 | | | | 2,088,806 | |
| | | | | | | | |
| | | | | | $ | 43,593,545 | |
| | | | | | | | |
Printing & Publishing – 1.5% | | | | | | | | |
Reed Elsevier N.V. | | | 357,417 | | | $ | 6,010,287 | |
| | | | | | | | |
Real Estate – 0.9% | | | | | | | | |
Deutsche Wohnen AG, REIT | | | 55,316 | | | $ | 1,539,837 | |
LEG Immobilien AG | | | 26,439 | | | | 2,169,310 | |
| | | | | | | | |
| | | | | | $ | 3,709,147 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Restaurants – 1.6% | | | | | | | | |
Whitbread PLC | | | 79,079 | | | $ | 5,110,426 | |
YUM! Brands, Inc. | | | 19,969 | | | | 1,458,735 | |
| | | | | | | | |
| | | | | | $ | 6,569,161 | |
| | | | | | | | |
Specialty Chemicals – 5.8% | | | | | | | | |
Akzo Nobel N.V. | | | 92,706 | | | $ | 6,192,159 | |
Croda International PLC | | | 94,245 | | | | 4,200,685 | |
Linde AG | | | 35,502 | | | | 5,153,233 | |
Nippon Paint Holdings Co. Ltd. | | | 207,900 | | | | 5,028,915 | |
Symrise AG | | | 43,608 | | | | 2,892,800 | |
| | | | | | | | |
| | | | | | $ | 23,467,792 | |
| | | | | | | | |
Specialty Stores – 1.2% | | | | | | | | |
ABC-MART, Inc. | | | 26,100 | | | $ | 1,431,696 | |
Esprit Holdings Ltd. | | | 1,024,200 | | | | 1,126,475 | |
Hennes & Mauritz AB, “B” | | | 69,543 | | | | 2,476,382 | |
| | | | | | | | |
| | | | | | $ | 5,034,553 | |
| | | | | | | | |
Telecommunications – Wireless – 3.6% | | | | | |
KDDI Corp. | | | 230,900 | | | $ | 5,977,301 | |
Mobile TeleSystems PJSC | | | 175,320 | | | | 504,345 | |
Philippine Long Distance Telephone Co. | | | 17,990 | | | | 787,576 | |
SoftBank Corp. | | | 56,600 | | | | 2,852,320 | |
Vodafone Group PLC | | | 1,302,149 | | | | 4,211,833 | |
| | | | | | | | |
| | | | | | $ | 14,333,375 | |
| | | | | | | | |
Telephone Services – 1.3% | | | | | | | | |
BT Group PLC | | | 399,223 | | | $ | 2,759,114 | |
Hellenic Telecommunications Organization S.A. | | | 132,715 | | | | 1,329,993 | |
TDC A.S. | | | 261,152 | | | | 1,295,493 | |
| | | | | | | | |
| | | | | | $ | 5,384,600 | |
| | | | | | | | |
Tobacco – 1.4% | | | | | | | | |
Japan Tobacco, Inc. | | | 159,100 | | | $ | 5,841,697 | |
| | | | | | | | |
Trucking – 1.5% | | | | | | | | |
Yamato Holdings Co. Ltd. | | | 277,500 | | | $ | 5,881,475 | |
| | | | | | | | |
Utilities – Electric Power – 0.6% | | | | | | | | |
Enel S.p.A. | | | 573,196 | | | $ | 2,397,552 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $397,664,173) | | | | | | $ | 401,273,699 | |
| | | | | | | | |
| |
MONEY MARKET FUNDS – 0.5% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 1,991,559 | | | $ | 1,991,559 | |
| | | | | | | | |
Total Investments (Identified Cost, $399,655,732) | | | | | | $ | 403,265,258 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.0% | | | | | | | 194,705 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | $ | 403,459,963 | |
| | | | | | | | |
8
MFS Research International Portfolio
Portfolio of Investments – continued
(a) | | Non-income producing security. |
(v) | | Underlying affiliated fund 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 |
GDR | | Global Depositary Receipt |
NVDR | | Non-Voting Depositary Receipt |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $397,664,173) | | | $401,273,699 | | | | | |
Underlying affiliated funds, at cost and value | | | 1,991,559 | | | | | |
Total investments, at value (identified cost, $399,655,732) | | | $403,265,258 | | | | | |
Cash | | | 11,293 | | | | | |
Receivables for | | | | | | | | |
Investments sold | | | 41,430 | | | | | |
Fund shares sold | | | 25,516 | | | | | |
Interest and dividends | | | 1,125,355 | | | | | |
Other assets | | | 3,469 | | | | | |
Total assets | | | | | | | $404,472,321 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Investments purchased | | | $38,132 | | | | | |
Fund shares reacquired | | | 842,309 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 20,383 | | | | | |
Shareholder servicing costs | | | 70 | | | | | |
Distribution and/or service fees | | | 1,364 | | | | | |
Payable for independent Trustees’ compensation | | | 83 | | | | | |
Accrued expenses and other liabilities | | | 110,017 | | | | | |
Total liabilities | | | | | | | $1,012,358 | |
Net assets | | | | | | | $403,459,963 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $408,583,672 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 3,540,759 | | | | | |
Accumulated distributions in excess of net realized gain on investments and foreign currency | | | (15,033,189 | ) | | | | |
Undistributed net investment income | | | 6,368,721 | | | | | |
Net assets | | | | | | | $403,459,963 | |
Shares of beneficial interest outstanding | | | | | | | 29,226,404 | |
| | | | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | | | Net asset value per share | |
Initial Class | | | $305,502,041 | | | | 22,063,980 | | | | | | $13.85 | |
Service Class | | | 97,957,922 | | | | 7,162,424 | | | | | | 13.68 | |
See Notes to Financial Statements
10
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 12/31/15 | | | | | |
Net investment income | | | | | |
Income | | | | | | | | |
Dividends | | | $11,695,924 | | | | | |
Interest | | | 132,909 | | | | | |
Dividends from underlying affiliated funds | | | 2,613 | | | | | |
Foreign taxes withheld | | | (1,003,102 | ) | | | | |
Total investment income | | | | | | | $10,828,344 | |
Expenses | | | | | | | | |
Management fee | | | $3,741,213 | | | | | |
Distribution and/or service fees | | | 248,997 | | | | | |
Shareholder servicing costs | | | 10,357 | | | | | |
Administrative services fee | | | 74,477 | | | | | |
Independent Trustees’ compensation | | | 9,881 | | | | | |
Custodian fee | | | 168,543 | | | | | |
Shareholder communications | | | 59,516 | | | | | |
Audit and tax fees | | | 66,579 | | | | | |
Legal fees | | | 16,602 | | | | | |
Miscellaneous | | | 16,347 | | | | | |
Total expenses | | | | | | | $4,412,512 | |
Fees paid indirectly | | | (15 | ) | | | | |
Reduction of expenses by investment adviser | | | (29,018 | ) | | | | |
Net expenses | | | | | | | $4,383,479 | |
Net investment income | | | | | | | $6,444,865 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments (net of $1,081 country tax) | | | $(7,620,620 | ) | | | | |
Foreign currency | | | (108,843 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $(7,729,463 | ) |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments (net of $18,669 decrease in deferred country tax) | | | $(11,700,285 | ) | | | | |
Translation of assets and liabilities in foreign currencies | | | (34,549 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(11,734,834 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(19,464,297 | ) |
Change in net assets from operations | | | | | | | $(13,019,432 | ) |
See Notes to Financial Statements
11
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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $6,444,865 | | | | $8,777,623 | |
Net realized gain (loss) on investments and foreign currency | | | (7,729,463 | ) | | | 3,086,125 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (11,734,834 | ) | | | (35,774,761 | ) |
Change in net assets from operations | | | $(13,019,432 | ) | | | $(23,911,013 | ) |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(8,316,948 | ) | | | $(6,321,260 | ) |
From net realized gain on investments | | | (3,582,010 | ) | | | (3,617,932 | ) |
Total distributions declared to shareholders | | | $(11,898,958 | ) | | | $(9,939,192 | ) |
Change in net assets from fund share transactions | | | $100,994,304 | | | | $(18,301,964 | ) |
Total change in net assets | | | $76,075,914 | | | | $(52,152,169 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 327,384,049 | | | | 379,536,218 | |
At end of period (including undistributed net investment income of $6,368,721 and $8,328,116, respectively) | | | $403,459,963 | | | | $327,384,049 | |
See Notes to Financial Statements
12
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of period | | | $14.56 | | | | $16.09 | | | | $13.62 | | | | $11.94 | | | | $13.69 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.24 | | | | $0.39 | | | | $0.25 | | | | $0.19 | | | | $0.25 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.52 | ) | | | (1.46 | ) | | | 2.33 | | | | 1.77 | | | | (1.72 | ) |
Total from investment operations | | | $(0.28 | ) | | | $(1.07 | ) | | | $2.58 | | | | $1.96 | | | | $(1.47 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.30 | ) | | | $(0.30 | ) | | | $(0.11 | ) | | | $(0.28 | ) | | | $(0.28 | ) |
From net realized gain on investments | | | (0.13 | ) | | | (0.16 | ) | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.43 | ) | | | $(0.46 | ) | | | $(0.11 | ) | | | $(0.28 | ) | | | $(0.28 | ) |
Net asset value, end of period (x) | | | $13.85 | | | | $14.56 | | | | $16.09 | | | | $13.62 | | | | $11.94 | |
Total return (%) (k)(r)(s)(x) | | | (1.96 | ) | | | (6.88 | ) | | | 19.01 | | | | 16.59 | | | | (10.88 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.00 | | | | 1.00 | | | | 1.00 | | | | 1.07 | | | | 1.14 | |
Expenses after expense reductions (f) | | | 1.00 | | | | 0.99 | | | | 0.99 | | | | 1.07 | | | | 1.10 | |
Net investment income | | | 1.61 | | | | 2.49 | | | | 1.68 | | | | 1.44 | | | | 1.89 | |
Portfolio turnover | | | 38 | | | | 27 | | | | 35 | | | | 46 | | | | 45 | |
Net assets at end of period (000 omitted) | | | $305,502 | | | | $253,001 | | | | $286,763 | | | | $269,211 | | | | $40,134 | |
See Notes to Financial Statements
13
MFS Research International Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $14.39 | | | | $15.91 | | | | $13.46 | | | | $11.80 | | | | $13.52 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.20 | | | | $0.36 | | | | $0.21 | | | | $0.23 | | | | $0.22 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.51 | ) | | | (1.47 | ) | | | 2.31 | | | | 1.67 | | | | (1.70 | ) |
Total from investment operations | | | $(0.31 | ) | | | $(1.11 | ) | | | $2.52 | | | | $1.90 | | | | $(1.48 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.27 | ) | | | $(0.25 | ) | | | $(0.07 | ) | | | $(0.24 | ) | | | $(0.24 | ) |
From net realized gain on investments | | | (0.13 | ) | | | (0.16 | ) | | | — | | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.40 | ) | | | $(0.41 | ) | | | $(0.07 | ) | | | $(0.24 | ) | | | $(0.24 | ) |
Net asset value, end of period (x) | | | $13.68 | | | | $14.39 | | | | $15.91 | | | | $13.46 | | | | $11.80 | |
Total return (%) (k)(r)(s)(x) | | | (2.20 | ) | | | (7.16 | ) | | | 18.77 | | | | 16.29 | | | | (11.06 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.25 | | | | 1.25 | | | | 1.25 | | | | 1.34 | | | | 1.39 | |
Expenses after expense reductions (f) | | | 1.25 | | | | 1.24 | | | | 1.24 | | | | 1.34 | | | | 1.35 | |
Net investment income | | | 1.36 | | | | 2.30 | | | | 1.45 | | | | 1.87 | | | | 1.64 | |
Portfolio turnover | | | 38 | | | | 27 | | | | 35 | | | | 46 | | | | 45 | |
Net assets at end of period (000 omitted) | | | $97,958 | | | | $74,383 | | | | $92,773 | | | | $91,341 | | | | $96,969 | |
(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
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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Values obtained from 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 halting 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 on a frequent basis 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
15
MFS Research International Portfolio
Notes to Financial Statements – continued
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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United Kingdom | | | $23,275,834 | | | | $59,312,389 | | | | $— | | | | $82,588,223 | |
Japan | | | 1,888,791 | | | | 80,401,106 | | | | — | | | | 82,289,897 | |
Switzerland | | | — | | | | 61,165,583 | | | | — | | | | 61,165,583 | |
France | | | — | | | | 36,903,630 | | | | — | | | | 36,903,630 | |
Germany | | | 3,709,147 | | | | 22,828,758 | | | | — | | | | 26,537,905 | |
Australia | | | 1,953,536 | | | | 16,852,508 | | | | — | | | | 18,806,044 | |
Netherlands | | | 4,045,428 | | | | 12,202,446 | | | | — | | | | 16,247,874 | |
Hong Kong | | | — | | | | 13,981,864 | | | | — | | | | 13,981,864 | |
United States | | | 9,966,352 | | | | — | | | | — | | | | 9,966,352 | |
Other Countries | | | 14,135,425 | | | | 38,650,902 | | | | — | | | | 52,786,327 | |
Mutual Funds | | | 1,991,559 | | | | — | | | | — | | | | 1,991,559 | |
Total Investments | | | $60,966,072 | | | | $342,299,186 | | | | $— | | | | $403,265,258 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $32,623,270 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $16,186,959 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower
16
MFS Research International Portfolio
Notes to Financial Statements – continued
default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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 included in “Interest” income 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, 2015, 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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to expiration of capital loss carryforwards and wash sale loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $9,195,865 | | | | $6,321,260 | |
Long-term capital gains | | | 2,703,093 | | | | 3,617,932 | |
Total distributions | | | $11,898,958 | | | | $9,939,192 | |
17
MFS Research International Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $403,773,539 | |
Gross appreciation | | | 45,377,447 | |
Gross depreciation | | | (45,885,728 | ) |
Net unrealized appreciation (depreciation) | | | $(508,281 | ) |
Undistributed ordinary income | | | 6,410,582 | |
Capital loss carryforwards | | | (10,915,382 | ) |
Other temporary differences | | | (110,628 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after December 31, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains as follows:
| | | | |
Pre-enactment losses which expire as follows: | | | | |
12/31/16 | | | $(3,004,405 | ) |
12/31/17 | | | (2,184,929 | ) |
Total | | | $(5,189,334 | ) |
| |
Post-enactment losses which are characterized as follows: | | | | |
Long-Term | | | $(5,726,048 | ) |
The availability of $5,274,140 of the capital loss carryforwards, which were acquired on March 27, 2015 in connection with the MFS Research International Series merger, may be limited in a given year.
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:
| | | | | | | | | | | | | | | | |
| | From net investment income | | | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | | | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $6,429,230 | | | | $5,055,408 | | | | $2,700,893 | | | | $2,792,651 | |
Service Class | | | 1,887,718 | | | | 1,265,852 | | | | 881,117 | | | | 825,281 | |
Total | | | $8,316,948 | | | | $6,321,260 | | | | $3,582,010 | | | | $3,617,932 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.90% | |
Next $1 billion of average daily net assets | | | 0.80% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $29,018, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 was equivalent to an annual effective rate of 0.89% of the fund’s average daily net assets.
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 1.10% of average daily net assets for the Initial Class shares and 1.35% of average daily net assets for the Service Class shares. This written agreement expired on March 27, 2015. For the period January 1, 2015 through March 27, 2015, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the
18
MFS Research International Portfolio
Notes to Financial Statements – continued
fund’s expenses related to this agreement. Effective March 28, 2015, 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, 2017. For the period from March 28, 2015 through December 31, 2015, 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, 2015, the fee was $9,631, which equated to 0.0023% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $726.
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, 2015 was equivalent to an annual effective rate of 0.0179% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $1,314 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, aggregated $151,689,153 and $196,406,498, respectively. Purchases exclude the value of securities acquired in connection with the MFS Research International Series merger. (See Note 8.)
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 897,592 | | | | $12,867,985 | | | | 435,339 | | | | $6,745,737 | |
Service Class | | | 757,915 | | | | 11,035,640 | | | | 527,667 | | | | 7,890,126 | |
| | | 1,655,507 | | | | $23,903,625 | | | | 963,006 | | | | $14,635,863 | |
19
MFS Research International Portfolio
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares issued in connection with acquisition of MFS Research International Series Fund | | | | | | | | | | | | | | | | |
Initial Class | | | 6,908,974 | | | | $107,365,457 | | | | | | | | | |
Service Class | | | 2,534,997 | | | | 38,912,199 | | | | | | | | | |
| | | 9,443,971 | | | | $146,277,656 | | | | | | | | | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 655,429 | | | | $9,130,123 | | | | 493,589 | | | | $7,848,059 | |
Service Class | | | 201,077 | | | | 2,768,835 | | | | 132,939 | | | | 2,091,133 | |
| | | 856,506 | | | | $11,898,958 | | | | 626,528 | | | | $9,939,192 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (3,773,580 | ) | | | $(58,657,091 | ) | | | (1,374,605 | ) | | | $(22,106,656 | ) |
Service Class | | | (1,499,403 | ) | | | (22,428,844 | ) | | | (1,325,345 | ) | | | (20,770,363 | ) |
| | | (5,272,983 | ) | | | $(81,085,935 | ) | | | (2,699,950 | ) | | | $(42,877,019 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | 4,688,415 | | | | $70,706,474 | | | | (445,677 | ) | | | $(7,512,860 | ) |
Service Class | | | 1,994,586 | | | | 30,287,830 | | | | (664,739 | ) | | | (10,789,104 | ) |
| | | 6,683,001 | | | | $100,994,304 | | | | (1,110,416 | ) | | | $(18,301,964 | ) |
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 32%, 11%, and 7%, respectively, of the value of outstanding voting shares of the fund.
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $1,360 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 4,372,179 | | | | 53,285,469 | | | | (55,666,089 | ) | | | 1,991,559 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $2,613 | | | | $1,991,559 | |
At close of business on March 27, 2015, the fund with net assets of approximately $336,203,665, acquired all of the assets and liabilities of MFS Research International Series, a series of MFS Variable Insurance Trust. The purpose of the transaction was to provide shareholders of MFS Research International Series the opportunity to participate in a larger combined portfolio with an identical investment objective, investment policies and strategies. The acquisition was accomplished by a tax-free exchange of approximately 9,443,971 shares of the fund (valued at approximately $146,277,656) for all of the assets and liabilities of MFS Research International Series. MFS Research International Series then distributed the shares of the fund that MFS Research International Series received from the fund to its shareholders. MFS Research International Series’ investments on that date were valued at approximately $141,953,349 with a cost basis of approximately $135,092,624. For financial reporting purposes, assets received and shares issued by the fund were recorded at fair value; however, the cost basis of the investments received from MFS
20
MFS Research International Portfolio
Notes to Financial Statements – continued
Research International Series were carried forward to align ongoing reporting of the fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of MFS Research International Series that have been included in the fund’s Statement of Operations since March 27, 2015.
Assuming the acquisition had been completed on January 1, 2015, the fund’s pro forma results of operations for the year ended December 31, 2015 are as follows:
| | | | |
Net investment income | | | $7,121,602 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (10,983,224 | ) |
Change in net assets from operations | | | $(3,861,622 | ) |
21
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Research International Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Research International Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
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MFS Research International Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
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MFS Research International Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
24
MFS Research International Portfolio
Trustees and Officers – continued
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 Managers Jose Luis Garcia Thomas Melendez | | |
25
MFS Research International Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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 and its retail counterpart, MFS Research International 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 conducted with portfolio management personnel during the course of the year as to MFS’ efforts to improve the performance of 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
26
MFS Research International Portfolio
Board Review of Investment Advisory Agreement – continued
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was approximately at the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
27
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $2,974,000 as capital gain dividends paid during the fiscal year.
Income derived from foreign sources was $10,355,318. The fund intends to pass through foreign tax credits of $817,415 for the fiscal year.
28
rev. 3/11
| | | | |
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. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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
ANNUAL REPORT
December 31, 2015
MFS® STRATEGIC INCOME PORTFOLIO
MFS® Variable Insurance Trust II
SIS-ANN
MFS® STRATEGIC INCOME 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
MFS Strategic Income Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Strategic Income Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (i)
| | | | |
Fixed income sectors (i) | | | | |
Investment Grade Corporates | | | 43.7% | |
High Yield Corporates | | | 32.5% | |
Emerging Markets Bonds | | | 4.6% | |
U.S. Treasury Securities | | | 2.9% | |
Commercial Mortgage-Backed Securities | | | 2.0% | |
Collateralized Debt Obligations | | | 1.4% | |
Floating Rate Loans | | | 1.1% | |
Mortgage-Backed Securities | | | 0.6% | |
Asset-Backed Securities | | | 0.6% | |
U.S. Government Agencies | | | 0.6% | |
Non-U.S. Government Bonds | | | 0.4% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
AAA | | | 0.6% | |
AA | | | 0.8% | |
A | | | 11.0% | |
BBB | | | 36.8% | |
BB | | | 16.1% | |
B | | | 16.4% | |
CCC | | | 4.0% | |
CC (o) | | | 0.0% | |
C | | | 0.5% | |
D | | | 0.1% | |
U.S. Government | | | 4.0% | |
Federal Agencies | | | 1.2% | |
Not Rated | | | (1.1)% | |
Non-Fixed Income | | | 0.2% | |
Cash & Cash Equivalents | | | 8.2% | |
Other | | | 1.2% | |
| |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 5.3 | |
Average Effective Maturity (m) | | | 7.2 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. 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, including fixed income futures contracts, which 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 not hold all of these instruments. 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 an 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. |
Where the fund holds convertible bonds, these 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 currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Strategic Income Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Strategic Income Portfolio (“fund”) provided a total return of –1.85%, while Service Class shares of the fund provided a total return of –2.06%. These compare with a return of 0.55% over the same period for the fund’s benchmark, the Barclays U.S. Aggregate Bond Index. Effective October 31, 2015, the Barclays U.S. Aggregate Bond Index replaced the Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index as the fund’s primary benchmark. The Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index generated a return of –4.43% over the reporting period. Over the same period, the fund’s other benchmark, the MFS Strategic Income Blended Index (“Blended Index”), generated a return of –1.38%. Effective October 30, 2015, the fund no longer uses the Blended Index. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Detractors from Performance
Relative to the Blended Index, the fund’s greater exposure to “BBB”, “BB” and “B” rated (r) bonds held back relative returns as corporate spreads within these credit quality segments widened over the reporting period.
The portion of the fund’s return derived from yield, which was less than that of the Blended Index, was another factor that weakened relative results.
Contributors to Performance
Positive bond selection, particularly within the industrial, banking and telecom sectors, benefited relative results.
The fund’s positioning in emerging market debt was another positive factor for relative performance. Within emerging markets, avoiding exposure to Brazil benefited relative returns as Brazilian debt suffered during the period.
Respectfully,
| | | | | | |
William Adams | | Ward Brown | | James Calmas | | David Cole |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager | | Portfolio Manager |
| | | |
Joshua Marston | | Robert Persons | | Matthew Ryan | | |
Portfolio Manager | | Portfolio Manager | | Portfolio Manager | | |
(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. Ratings are shown in the S&P and Fitch scale (e.g., AAA). For securities which are not rated by any of the three agencies, the security is considered Not Rated. |
Note to Shareholders: Effective October 31, 2015, Joshua Marston became a Portfolio Manager of the Fund and Erik Weisman was no longer a Portfolio Manager of the Fund.
3
MFS Strategic Income Portfolio
Management Review – continued
The views expressed in this report are those of the portfolio managers 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.
4
MFS Strategic Income Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | (1.85)% | | 3.52% | | 4.86% | | |
| | Service Class | | 8/24/01 | | (2.06)% | | 3.24% | | 4.59% | | |
| | | | |
Comparative benchmarks | | | | | | | | |
| | Barclays U.S. Aggregate Bond Index (f)(y) | | 0.55% | | 3.25% | | 4.51% | | |
| | Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f)(y) | | (4.43)% | | 5.03% | | 6.95% | | |
| | MFS Strategic Income Blended Index (f)(w) | | (1.38)% | | 3.86% | | 5.59% | | |
| | Barclays U.S. Credit Bond Index (f) | | (0.77)% | | 4.38% | | 5.18% | | |
| | Barclays U.S. Government/Mortgage Bond Index (f) | | 1.13% | | 2.83% | | 4.35% | | |
| | Citigroup World Government Bond Non-Dollar Hedged Index (f) | | 1.55% | | 4.42% | | 4.28% | | |
| | Citigroup World Government Bond Non-Dollar Index (f) | | (5.54)% | | (1.30)% | | 3.05% | | |
| | JPMorgan Emerging Markets Bond Index Global (f) | | 1.23% | | 5.11% | | 6.72% | | |
(f) | | Source: FactSet Research Systems Inc. |
(w) | | As of December 31, 2015, the MFS Strategic Income Blended Index was comprised of 10% Barclays U.S. Credit Bond Index, 33% Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, 14% JPMorgan Emerging Markets Bond Index Global, 8.5% Citigroup World Government Bond Non-Dollar Hedged Index, 8.5% Citigroup World Government Bond Non-Dollar Index, and 26% Barclays U.S. Government/Mortgage Bond Index. Effective October 30, 2015, the fund no longer uses the MFS Strategic Income Blended Index. |
(y) | | Effective October 31, 2015, the Barclays U.S. Aggregate Bond Index replaced the Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index as the fund’s primary benchmark. The fund’s investment adviser believes the Barclays U.S. Aggregate Bond Index better reflects the investment policies and strategies of the fund. |
5
MFS Strategic Income Portfolio
Performance Summary – continued
Benchmark Definitions
Barclays U.S. Aggregate Bond Index – 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.
Barclays U.S. Credit Bond Index – 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.
Barclays U.S. Government/Mortgage Bond Index – 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).
Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index – a component of the 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%.
Citigroup World Government Bond Non-Dollar Hedged Index – a market capitalization-weighted index that is designed to represent the currency-hedged performance of the international developed government bond markets, excluding the United States.
Citigroup World Government Bond Non-Dollar Index – a market capitalization-weighted index that is designed to represent the performance of the international developed government bond markets, excluding the United States.
JPMorgan Emerging Markets Bond Index Global – measures the performance of U.S.-dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds.
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.
6
MFS Strategic Income Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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 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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.80% | | | | $1,000.00 | | | | $974.66 | | | | $3.98 | |
| Hypothetical (h) | | | 0.80% | | | | $1,000.00 | | | | $1,021.17 | | | | $4.08 | |
Service Class | | Actual | | | 1.05% | | | | $1,000.00 | | | | $973.50 | | | | $5.22 | |
| Hypothetical (h) | | | 1.05% | | | | $1,000.00 | | | | $1,019.91 | | | | $5.35 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. If these indirect costs were included, your costs would have been higher. |
7
MFS Strategic Income Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – 59.1% | | | | | | | | |
Aerospace – 0.3% | | | | | | | | |
Lockheed Martin Corp., 3.55%, 1/15/26 | | $ | 186,000 | | | $ | 186,958 | |
| | | | | | | | |
Asset-Backed & Securitized – 3.9% | | | | | |
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.832%, 12/28/40 (z) | | $ | 264,941 | | | $ | 193,943 | |
Credit Suisse Commercial Mortgage Trust, “A4”, FRN, 5.948%, 9/15/39 | | | 104,265 | | | | 108,516 | |
Credit Suisse Commercial Mortgage Trust, “AM”, FRN, 5.698%, 6/15/39 | | | 350,000 | | | | 357,507 | |
Crest Ltd., CDO, 7%, 1/28/40 (a)(p) | | | 596,145 | | | | 69,785 | |
Falcon Franchise Loan LLC, FRN, 6.616%, 1/05/23 (i)(z) | | | 32,008 | | | | 3,217 | |
Falcon Franchise Loan LLC, FRN, 39.274%, 1/05/25 (i)(z) | | | 22,862 | | | | 5,530 | |
First Union National Bank Commercial Mortgage Trust, FRN, 1.467%, 1/12/43 (i)(z) | | | 21,425 | | | | 67 | |
First Union-Lehman Brothers Bank of America, FRN, 0.953%, 11/18/35 (i) | | | 688,436 | | | | 11,701 | |
JPMorgan Chase Commercial Mortgage Trust, 2007-LD11, “AM”, FRN, 5.774%, 6/15/49 | | | 293,049 | | | | 298,055 | |
Lehman Brothers Commercial Conduit Mortgage Trust, FRN, 1.133%, 2/18/30 (i) | | | 32,868 | | | | 340 | |
Morgan Stanley Capital I Trust, “AM”, FRN, 5.681%, 4/15/49 | | | 300,000 | | | | 305,046 | |
Morgan Stanley Capital I, Inc., FRN, 1.404%, 4/28/39 (i)(z) | | | 775,499 | | | | 3,831 | |
Race Point CLO Ltd., “C”, FRN, 3.169%, 2/20/25 (z) | | | 337,173 | | | | 325,518 | |
Sierra Receivables Funding Co. LLC, 2015-1A, “A”, 2.4%, 3/22/32 (n) | | | 145,764 | | | | 144,033 | |
Voya CLO Ltd., FRN, 3.27%, 10/15/22 (z) | | | 421,466 | | | | 416,413 | |
| | | | | | | | |
| | | $ | 2,243,502 | |
| | | | | | | | |
Automotive – 2.4% | | | | | |
Ford Motor Credit Co. LLC, FRN, 1.258%, 1/09/18 | | $ | 390,000 | | | $ | 386,086 | |
General Motors Financial Co., Inc., 2.625%, 7/10/17 | | | 168,000 | | | | 168,509 | |
General Motors Financial Co., Inc., 3.45%, 4/10/22 | | | 273,000 | | | | 262,032 | |
Hyundai Capital America, 2.4%, 10/30/18 (n) | | | 158,000 | | | | 157,524 | |
Hyundai Capital America, 1.875%, 8/09/16 (n) | | | 180,000 | | | | 180,244 | |
Hyundai Capital America, 2%, 3/19/18 (n) | | | 234,000 | | | | 231,233 | |
| | | | | | | | |
| | | $ | 1,385,628 | |
| | | | | | | | |
Biotechnology – 0.5% | | | | | |
Life Technologies Corp., 6%, 3/01/20 | | $ | 240,000 | | | $ | 266,160 | |
| | | | | | | | |
Broadcasting – 0.2% | | | | | |
SES Global Americas Holdings GP, 2.5%, 3/25/19 (n) | | $ | 102,000 | | | $ | 100,620 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Brokerage & Asset Managers – 0.8% | | | | | |
Intercontinental Exchange, Inc., 3.75%, 12/01/25 | | $ | 452,000 | | | $ | 453,530 | |
| | | | | | | | |
Building – 1.3% | | | | | |
CRH PLC, 8.125%, 7/15/18 | | $ | 200,000 | | | $ | 227,567 | |
Martin Marietta Materials, Inc., 4.25%, 7/02/24 | | | 215,000 | | | | 211,114 | |
Martin Marietta Materials, Inc., FRN, 1.703%, 6/30/17 | | | 300,000 | | | | 297,913 | |
| | | | | | | | |
| | | | | | $ | 736,594 | |
| | | | | | | | |
Business Services – 0.2% | | | | | |
Fidelity National Information Services, Inc., 2.85%, 10/15/18 | | $ | 130,000 | | | $ | 130,461 | |
| | | | | | | | |
Cable TV – 1.5% | | | | | |
CCO Safari Il LLC, 3.579%, 7/23/20 (n) | | $ | 200,000 | | | $ | 198,854 | |
Cox Communications, Inc., 3.25%, 12/15/22 (n) | | | 306,000 | | | | 278,152 | |
Time Warner Cable, Inc., 8.25%, 4/01/19 | | | 310,000 | | | | 356,264 | |
| | | | | | | | |
| | | | | | $ | 833,270 | |
| | | | | | | | |
Chemicals – 0.6% | | | | | |
Dow Chemical Co., 8.55%, 5/15/19 | | $ | 280,000 | | | $ | 330,112 | |
Israel Chemicals Ltd., 4.5%, 12/02/24 (n) | | | 8,000 | | | | 7,997 | |
| | | | | | | | |
| | | | | | $ | 338,109 | |
| | | | | | | | |
Computer Software – 0.6% | | | | | |
Microsoft Corp., 3.125%, 11/03/25 | | $ | 314,000 | | | $ | 315,824 | |
| | | | | | | | |
Consumer Products – 0.7% | | | | | |
Newell Rubbermaid, Inc., 2.875%, 12/01/19 | | $ | 110,000 | | | $ | 106,156 | |
Reckitt Benckiser Treasury Services PLC, 3.625%, 9/21/23 (n) | | | 259,000 | | | | 264,432 | |
| | | | | | | | |
| | | | | | $ | 370,588 | |
| | | | | | | | |
Consumer Services – 1.1% | | | | | |
Experian Finance PLC, 2.375%, 6/15/17 (n) | | $ | 400,000 | | | $ | 397,960 | |
Priceline Group, Inc., 3.65%, 3/15/25 | | | 250,000 | | | | 243,338 | |
| | | | | | | | |
| | | | | | $ | 641,298 | |
| | | | | | | | |
Defense Electronics – 0.2% | | | | | |
BAE Systems Holdings, Inc., 6.375%, 6/01/19 (n) | | $ | 100,000 | | | $ | 111,916 | |
| | | | | | | | |
Electrical Equipment – 0.2% | | | | | |
Arrow Electronics, Inc., 3%, 3/01/18 | | $ | 84,000 | | | $ | 83,931 | |
| | | | | | | | |
Electronics – 0.3% | | | | | |
Lam Research Corp., 2.75%, 3/15/20 | | $ | 149,000 | | | $ | 144,149 | |
| | | | | | | | |
Emerging Market Quasi-Sovereign – 1.3% | | | | | |
IIRSA Norte Finance Ltd., 8.75%, 5/30/24 | | $ | 175,501 | | | $ | 202,001 | |
Petroleos Mexicanos, 5.5%, 1/21/21 | | | 216,000 | | | | 217,879 | |
Petroleos Mexicanos, 4.875%, 1/24/22 | | | 64,000 | | | | 61,600 | |
Petroleos Mexicanos, 4.875%, 1/18/24 | | | 10,000 | | | | 9,325 | |
Petroleos Mexicanos, 4.25%, 1/15/25 (n) | | | 130,000 | | | | 113,750 | |
8
MFS Strategic Income Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Emerging Market Quasi-Sovereign – continued | |
Petroleos Mexicanos, 6.5%, 6/02/41 | | $ | 80,000 | | | $ | 69,160 | |
Ras Laffan Liquefied Natural Gas Co. Ltd., 5.832%, 9/30/16 (n) | | | 53,800 | | | | 54,874 | |
| | | | | | | | |
| | | $ | 728,589 | |
| | | | | | | | |
Emerging Market Sovereign – 0.6% | | | | | |
Oriental Republic of Uruguay, 4.5%, 8/14/24 | | $ | 4,147 | | | $ | 4,209 | |
Oriental Republic of Uruguay, 4.375%, 10/27/27 | | | 7,328 | | | | 7,200 | |
Republic of Hungary, 5.375%, 2/21/23 | | | 146,000 | | | | 159,140 | |
Republic of Philippines, 6.375%, 10/23/34 | | | 100,000 | | | | 130,377 | |
Republic of Poland, 5%, 3/23/22 | | | 37,000 | | | | 41,024 | |
Republic of Romania, 4.375%, 8/22/23 (n) | | | 8,000 | | | | 8,328 | |
United Mexican States, 4%, 10/02/23 | | | 4,000 | | | | 4,052 | |
| | | | | | | | |
| | | $ | 354,330 | |
| | | | | | | | |
Energy – Independent – 0.4% | | | | | |
EQT Corp., 4.875%, 11/15/21 | | $ | 122,000 | | | $ | 116,186 | |
Hess Corp., 8.125%, 2/15/19 | | | 90,000 | | | | 102,030 | |
| | | | | | | | |
| | | $ | 218,216 | |
| | | | | | | | |
Energy – Integrated – 0.6% | | | | | |
BP Capital Markets PLC, 4.5%, 10/01/20 | | $ | 75,000 | | | $ | 80,273 | |
BP Capital Markets PLC, 4.742%, 3/11/21 | | | 220,000 | | | | 241,666 | |
Pacific Exploration and Production Corp., 7.25%, 12/12/21 (n) | | | 115,000 | | | | 21,850 | |
| | | | | | | | |
| | | $ | 343,789 | |
| | | | | | | | |
Financial Institutions – 1.3% | | | | | |
CIT Group, Inc., 3.875%, 2/19/19 | | $ | 240,000 | | | $ | 238,800 | |
General Electric Capital Corp., 6%, 8/07/19 | | | 80,000 | | | | 90,634 | |
General Electric Capital Corp., 5.5%, 1/08/20 | | | 205,000 | | | | 229,963 | |
LeasePlan Corp. N.V., 3%, 10/23/17 (n) | | | 200,000 | | | | 200,615 | |
| | | | | | | | |
| | | $ | 760,012 | |
| | | | | | | | |
Food & Beverages – 3.0% | | | | | |
Coca-Cola Bottling Co. Consolidated, 3.8%, 11/25/25 | | $ | 310,000 | | | $ | 310,360 | |
Kerry Group Financial Services, 3.2%, 4/09/23 (n) | | | 320,000 | | | | 307,890 | |
Kraft Foods Group, Inc., 6.125%, 8/23/18 | | | 250,000 | | | | 274,489 | |
Mead Johnson Nutrition Co., 3%, 11/15/20 | | | 79,000 | | | | 79,012 | |
SABMiller Holdings, Inc., 3.75%, 1/15/22 (n) | | | 205,000 | | | | 210,853 | |
Tyson Foods, Inc., 4.5%, 6/15/22 | | | 124,000 | | | | 132,070 | |
Wm. Wrigley Jr. Co., 2.4%, 10/21/18 (n) | | | 91,000 | | | | 91,251 | |
Wm. Wrigley Jr. Co., 3.375%, 10/21/20 (n) | | | 277,000 | | | | 282,510 | |
| | | | | | | | |
| | | $ | 1,688,435 | |
| | | | | | | | |
Food & Drug Stores – 0.8% | | | | | |
CVS Health Corp., 3.875%, 7/20/25 | | $ | 290,000 | | | $ | 296,016 | |
Walgreens Boots Alliance, Inc., 3.3%, 11/18/21 | | | 176,000 | | | | 172,683 | |
| | | | | | | | |
| | | $ | 468,699 | |
| | | | | | | | |
Gaming & Lodging – 0.6% | | | | | |
Wyndham Worldwide Corp., 5.625%, 3/01/21 | | $ | 320,000 | | | $ | 344,169 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Insurance – 2.4% | | | | | |
AIA Group Ltd., 3.2%, 3/11/25 (n) | | $ | 245,000 | | | $ | 236,477 | |
American International Group, Inc., 3.75%, 7/10/25 | | | 294,000 | | | | 291,543 | |
Principal Financial Group, Inc., 8.875%, 5/15/19 | | | 210,000 | | | | 251,354 | |
Unum Group, 7.125%, 9/30/16 | | | 250,000 | | | | 259,883 | |
Unum Group, 4%, 3/15/24 | | | 323,000 | | | | 322,479 | |
| | | | | | | | |
| | | $ | 1,361,736 | |
| | | | | | | | |
Insurance – Health – 0.5% | | | | | |
UnitedHealth Group, Inc., 3.75%, 7/15/25 | | $ | 299,000 | | | $ | 308,514 | |
| | | | | | | | |
Insurance – Property & Casualty – 1.1% | | | | | |
Allied World Assurance Co. Holdings Ltd., 4.35%, 10/29/25 | | $ | 310,000 | | | $ | 305,209 | |
AXIS Capital Holdings Ltd., 5.875%, 6/01/20 | | | 90,000 | | | | 99,431 | |
Liberty Mutual Group, Inc., 4.95%, 5/01/22 (n) | | | 187,000 | | | | 198,219 | |
| | | | | | | | |
| | | $ | 602,859 | |
| | | | | | | | |
International Market Quasi-Sovereign – 0.4% | | | | | |
Eksportfinans A.S.A., 5.5%, 5/25/16 | | $ | 240,000 | | | $ | 243,017 | |
| | | | | | | | |
Machinery & Tools – 0.6% | | | | | |
Atlas Copco AB, 5.6%, 5/22/17 (n) | | $ | 349,000 | | | $ | 365,281 | |
| | | | | | | | |
Major Banks – 6.0% | | | | | |
Bank of America Corp., 6.5%, 8/01/16 | | $ | 295,000 | | | $ | 303,597 | |
Bank of America Corp., 4.125%, 1/22/24 | | | 325,000 | | | | 335,847 | |
Barclays Bank PLC, 2.5%, 2/20/19 | | | 260,000 | | | | 260,593 | |
Goldman Sachs Group, Inc., 5.75%, 1/24/22 | | | 334,000 | | | | 379,864 | |
Goldman Sachs Group, Inc., FRN, 1.336%, 10/23/19 | | | 160,000 | | | | 160,442 | |
ING Bank N.V., 5.8%, 9/25/23 (n) | | | 322,000 | | | | 349,869 | |
JPMorgan Chase & Co., 4.625%, 5/10/21 | | | 230,000 | | | | 248,563 | |
Merrill Lynch & Co., Inc., 6.4%, 8/28/17 | | | 120,000 | | | | 128,541 | |
Morgan Stanley, 7.3%, 5/13/19 | | | 100,000 | | | | 114,909 | |
Morgan Stanley, 5.625%, 9/23/19 | | | 200,000 | | | | 220,794 | |
Morgan Stanley, 3.7%, 10/23/24 | | | 277,000 | | | | 278,357 | |
Royal Bank of Scotland Group PLC, 6%, 12/19/23 | | | 380,000 | | | | 409,262 | |
Royal Bank of Scotland Group PLC, 7.5% to 8/10/20, FRN to 12/29/49 | | | 239,000 | | | | 248,859 | |
| | | | | | | | |
| | | $ | 3,439,497 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.5% | |
Becton, Dickinson and Co., 4.685%, 12/15/44 | | $ | 170,000 | | | $ | 171,504 | |
Laboratory Corp. of America Holdings, 2.625%, 2/01/20 | | | 140,000 | | | | 138,273 | |
| | | | | | | | |
| | | $ | 309,777 | |
| | | | | | | | |
Metals & Mining – 1.5% | |
Barrick Gold Corp., 4.1%, 5/01/23 | | $ | 106,000 | | | $ | 90,940 | |
Freeport-McMoRan Copper & Gold, Inc., 2.375%, 3/15/18 | | | 130,000 | | | | 101,400 | |
Freeport-McMoRan Copper & Gold, Inc., 3.1%, 3/15/20 | | | 200,000 | | | | 128,000 | |
Glencore Funding LLC, 2.125%, 4/16/18 (n) | | | 140,000 | | | | 124,411 | |
9
MFS Strategic Income Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Metals & Mining – continued | |
Glencore Funding LLC, FRN, 1.566%, 5/27/16 (n) | | $ | 280,000 | | | $ | 275,458 | |
Kinross Gold Corp., 5.95%, 3/15/24 | | | 217,000 | | | | 143,220 | |
| | | | | | | | |
| | | $ | 863,429 | |
| | | | | | | | |
Midstream – 3.0% | |
APT Pipelines Ltd., 4.2%, 3/23/25 (n) | | $ | 245,000 | | | $ | 230,217 | |
Energy Transfer Partners LP, 4.05%, 3/15/25 | | | 308,000 | | | | 253,086 | |
Enterprise Products Partners LP, 6.3%, 9/15/17 | | | 230,000 | | | | 241,923 | |
Kinder Morgan Energy Partners LP, 6.375%, 3/01/41 | | | 320,000 | | | | 266,908 | |
ONEOK Partners LP, 3.2%, 9/15/18 | | | 120,000 | | | | 114,498 | |
Spectra Energy Capital LLC, 8%, 10/01/19 | | | 230,000 | | | | 261,629 | |
Sunoco Logistics Partners LP, 4.25%, 4/01/24 | | | 109,000 | | | | 94,324 | |
Williams Cos., Inc., 3.7%, 1/15/23 | | | 74,000 | | | | 51,116 | |
Williams Cos., Inc., 4.55%, 6/24/24 | | | 295,000 | | | | 205,000 | |
| | | | | | | | |
| | | $ | 1,718,701 | |
| | | | | | | | |
Mortgage-Backed – 0.7% | |
Fannie Mae, 6%, 5/01/17 | | $ | 3,491 | | | $ | 3,562 | |
Fannie Mae, 5.5%, 3/01/20 – 9/01/34 | | | 58,624 | | | | 62,991 | |
Fannie Mae, 6.5%, 4/01/32 | | | 36,288 | | | | 42,296 | |
Freddie Mac, 4.224%, 3/25/20 | | | 241,289 | | | | 260,543 | |
| | | | | | | | |
| | | $ | 369,392 | |
| | | | | | | | |
Network & Telecom – 1.4% | |
AT&T, Inc., 2.45%, 6/30/20 | | $ | 310,000 | | | $ | 305,413 | |
Verizon Communications, Inc., 5.15%, 9/15/23 | | | 334,000 | | | | 367,214 | |
Verizon Communications, Inc., FRN, 1.295%, 6/17/19 | | | 140,000 | | | | 139,051 | |
| | | | | | | | |
| | | $ | 811,678 | |
| | | | | | | | |
Oils – 0.2% | |
Marathon Petroleum Corp., 3.625%, 9/15/24 | | $ | 140,000 | | | $ | 130,528 | |
| | | | | | | | |
Other Banks & Diversified Financials – 2.1% | |
Citizens Financial Group, Inc., 4.3%, 12/03/25 | | $ | 192,000 | | | $ | 193,165 | |
Groupe BPCE S.A., 12.5% to 9/30/19, FRN to 8/29/49 (n) | | | 259,000 | | | | 331,572 | |
Intesa Sanpaolo S.p.A., 5.017%, 6/26/24 (n) | | | 445,000 | | | | 438,034 | |
Lloyds TSB Bank PLC, 5.8%, 1/13/20 (n) | | | 210,000 | | | | 235,543 | |
| | | | | | | | |
| | | | | | $ | 1,198,314 | |
| | | | | | | | |
Pharmaceuticals – 1.1% | |
AbbVie, Inc., 3.2%, 11/06/22 | | $ | 220,000 | | | $ | 216,644 | |
Actavis Funding SCS, 4.75%, 3/15/45 | | | 192,000 | | | | 187,173 | |
Gilead Sciences, Inc., 3.65%, 3/01/26 | | | 209,000 | | | | 210,857 | |
| | | | | | | | |
| | | | | | $ | 614,674 | |
| | | | | | | | |
Pollution Control – 0.4% | |
Republic Services, Inc., 5.25%, 11/15/21 | | $ | 210,000 | | | $ | 232,280 | |
| | | | | | | | |
Railroad & Shipping – 0.6% | |
CSX Corp., 4.1%, 3/15/44 | | $ | 220,000 | | | $ | 199,252 | |
Panama Canal Railway Co., 7%, 11/01/26 (n) | | | 158,400 | | | | 156,974 | |
| | | | | | | | |
| | | | | | $ | 356,226 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
Real Estate – Healthcare – 0.6% | |
HCP, Inc., REIT, 5.375%, 2/01/21 | | $ | 236,000 | | | $ | 257,102 | |
Welltower, Inc., REIT, 2.25%, 3/15/18 | | | 81,000 | | | | 80,928 | |
| | | | | | | | |
| | | | | | $ | 338,030 | |
| | | | | | | | |
Real Estate – Office – 0.5% | |
Boston Properties LP, REIT, 3.7%, 11/15/18 | | $ | 120,000 | | | $ | 124,326 | |
Vornado Realty LP, REIT, 2.5%, 6/30/19 | | | 165,000 | | | | 162,517 | |
| | | | | | | | |
| | | | | | $ | 286,843 | |
| | | | | | | | |
Real Estate – Retail – 0.1% | |
Kimco Realty Corp., REIT, 6.875%, 10/01/19 | | $ | 58,000 | | | $ | 66,623 | |
| | | | | | | | |
Retailers – 0.6% | |
Dollar General Corp., 3.25%, 4/15/23 | | $ | 175,000 | | | $ | 166,671 | |
Dollar General Corp., 4.15%, 11/01/25 | | | 158,000 | | | | 157,063 | |
| | | | | | | | |
| | | | | | $ | 323,734 | |
| | | | | | | | |
Supermarkets – 0.5% | |
Kroger Co., 3.85%, 8/01/23 | | $ | 262,000 | | | $ | 270,143 | |
| | | | | | | | |
Supranational – 1.0% | |
Banco Latinoamericano de Comercio Exterior S.A., 3.25%, 5/07/20 (n) | | $ | 210,000 | | | $ | 206,850 | |
Corporacion Andina de Fomento, 4.375%, 6/15/22 | | | 340,000 | | | | 361,964 | |
| | | | | | | | |
| �� | | | | | $ | 568,814 | |
| | | | | | | | |
Telecommunications – Wireless – 0.8% | |
American Tower Corp., REIT, 4.7%, 3/15/22 | | $ | 208,000 | | | $ | 218,732 | |
SBA Tower Trust, 2.898%, 10/15/44 (n) | | | 255,000 | | | | 249,234 | |
| | | | | | | | |
| | | | | | $ | 467,966 | |
| | | | | | | | |
Tobacco – 1.9% | |
Altria Group, Inc., 9.25%, 8/06/19 | | $ | 76,000 | | | $ | 93,052 | |
Imperial Tobacco Finance PLC, 3.75%, 7/21/22 (n) | | | 208,000 | | | | 208,856 | |
Reynolds American, Inc., 8.125%, 6/23/19 | | | 173,000 | | | | 203,601 | |
Reynolds American, Inc., 6.875%, 5/01/20 | | | 120,000 | | | | 138,451 | |
Reynolds American, Inc., 5.85%, 8/15/45 | | | 400,000 | | | | 444,403 | |
| | | | | | | | |
| | | $ | 1,088,363 | |
| | | | | | | | |
U.S. Government Agencies and Equivalents – 0.6% | |
National Credit Union Administration Guaranteed Note, 2.9%, 10/29/20 | | $ | 39,452 | | | $ | 39,355 | |
Small Business Administration, 6.35%, 4/01/21 | | | 8,807 | | | | 9,575 | |
Small Business Administration, 4.77%, 4/01/24 | | | 47,507 | | | | 50,464 | |
Small Business Administration, 4.99%, 9/01/24 | | | 35,581 | | | | 38,244 | |
Small Business Administration, 4.86%, 1/01/25 | | | 47,368 | | | | 50,373 | |
Small Business Administration, 4.625%, 2/01/25 | | | 63,179 | | | | 66,875 | |
Small Business Administration, 5.11%, 8/01/25 | | | 59,359 | | | | 64,001 | |
| | | | | | | | |
| | | $ | 318,887 | |
| | | | | | | | |
10
MFS Strategic Income Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
BONDS – continued | | | | | | | | |
U.S. Treasury Obligations – 3.9% | |
U.S. Treasury Bonds, 2.5%, 2/15/45 (f) | | $ | 2,500,000 | | | $ | 2,238,485 | |
| | | | | | | | |
Utilities – Electric Power – 2.7% | |
CMS Energy Corp., 5.05%, 3/15/22 | | $ | 163,000 | | | $ | 177,377 | |
Dominion Resources, Inc., 3.9%, 10/01/25 | | | 168,000 | | | | 168,286 | |
EDP Finance B.V., 5.25%, 1/14/21 (n) | | | 200,000 | | | | 206,672 | |
Empresa Nacional de Electricidad S.A., 4.25%, 4/15/24 | | | 2,000 | | | | 1,976 | |
Enel Finance International S.A., 6.25%, 9/15/17 (n) | | | 140,000 | | | | 149,182 | |
Exelon Generation Co. LLC, 5.2%, 10/01/19 | | | 135,000 | | | | 145,462 | |
Exelon Generation Co. LLC, 4.25%, 6/15/22 | | | 128,000 | | | | 129,694 | |
Oncor Electric Delivery Co., 4.1%, 6/01/22 | | | 245,000 | | | | 254,619 | |
PPL WEM Holdings PLC, 3.9%, 5/01/16 (n) | | | 310,000 | | | | 311,241 | |
| | | | | | | | |
| | | $ | 1,544,509 | |
| | | | | | | | |
Total Bonds (Identified Cost, $34,010,222) | | | | | | $ | 33,687,077 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
|
UNDERLYING AFFILIATED FUNDS – 33.2% | |
MFS High Yield Pooled Portfolio (v) (Identified Cost, $21,839,574) | | | 2,203,194 | | | $ | 18,925,439 | |
| | | | | | | | |
|
MONEY MARKET FUNDS – 7.0% | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 3,983,002 | | | $ | 3,983,002 | |
| | | | | | | | |
Total Investments (Identified Cost, $59,832,798) | | | $ | 56,595,518 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.7% | | | | | | | 374,470 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 56,969,988 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(f) | | All or a portion of the security has been segregated as collateral for open futures contracts. |
(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 $7,638,976, representing 13.4% of net assets. |
(p) | | Payment-in-kind security for which interest income may be received in additional securities and/or cash. |
(v) | | Underlying affiliated fund 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 | |
Bayview Financial Revolving Mortgage Loan Trust, FRN, 1.832%, 12/28/40 | | 3/01/06 | | | $264,941 | | | | $193,943 | |
Falcon Franchise Loan LLC, FRN, 6.616%, 1/05/23 | | 1/18/02 | | | 4,687 | | | | 3,217 | |
Falcon Franchise Loan LLC, FRN, 39.274%, 1/05/25 | | 1/29/03 | | | 1,827 | | | | 5,530 | |
First Union National Bank Commercial Mortgage Trust, FRN, 1.467%, 1/12/43 | | 12/11/03 | | | 1 | | | | 67 | |
Morgan Stanley Capital I, Inc., FRN, 1.404%, 4/28/39 | | 7/20/04 | | | 10,058 | | | | 3,831 | |
Race Point CLO Ltd., “C”, FRN, 3.169%, 2/20/25 | | 12/10/15 | | | 328,991 | | | | 325,518 | |
Voya CLO Ltd., FRN, 3.27%, 10/15/22 | | 12/10/15 | | | 419,372 | | | | 416,413 | |
Total Restricted Securities | | | | $948,519 | |
% of Net assets | | | | 1.7% | |
The following abbreviations are used in this report and are defined:
CDO | | Collateralized Debt Obligation |
CLO | | Collateralized Loan Obligation |
FRN | | Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end. |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
11
MFS Strategic Income 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:
Derivative Contracts at 12/31/15
Forward Foreign Currency Exchange Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | | | | | | | |
Type | | Currency | | | Counterparty | | Contracts to Deliver/Receive | | Settlement Date Range | | In Exchange For | | | Contracts at Value | | | Net Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | |
BUY | | | AUD | | | JPMorgan Chase Bank N.A. | | 372,382 | | 1/15/16 | | $ | 263,413 | | | $ | 271,225 | | | $ | 7,812 | |
SELL | | | CAD | | | Merrill Lynch International | | 373,709 | | 1/15/16 | | | 285,055 | | | | 270,084 | | | | 14,971 | |
SELL | | | DKK | | | Goldman Sachs International | | 899,154 | | 1/15/16 | | | 136,111 | | | | 130,974 | | | | 5,137 | |
SELL | | | EUR | | | Deutsche Bank AG | | 3,495,428 | | 1/15/16 | | | 3,941,427 | | | | 3,799,629 | | | | 141,798 | |
SELL | | | EUR | | | Morgan Stanley Capital Services, Inc. | | 1,060,000 | | 1/15/16 | | | 1,170,875 | | | | 1,152,250 | | | | 18,625 | |
SELL | | | GBP | | | BNP Paribas S.A. | | 604,217 | | 1/15/16 | | | 919,420 | | | | 890,762 | | | | 28,658 | |
BUY | | | JPY | | | Goldman Sachs International | | 237,207,877 | | 1/15/16 | | | 1,969,592 | | | | 1,974,008 | | | | 4,416 | |
SELL | | | JPY | | | Credit Suisse Group | | 73,703,234 | | 1/15/16 | | | 615,736 | | | | 613,347 | | | | 2,389 | |
SELL | | | NOK | | | Goldman Sachs International | | 1,283,378 | | 1/15/16 | | | 154,235 | | | | 144,974 | | | | 9,261 | |
BUY | | | NZD | | | Goldman Sachs International | | 252,182 | | 1/15/16 | | | 169,906 | | | | 172,382 | | | | 2,476 | |
BUY | | | SEK | | | Deutsche Bank AG | | 1,230,938 | | 1/15/16 | | | 144,973 | | | | 145,862 | | | | 889 | |
SELL | | | SEK | | | Goldman Sachs International | | 1,052,302 | | 1/15/16 | | | 127,918 | | | | 124,695 | | | | 3,223 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | 239,655 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives | | | | | | | | | | | | | | |
SELL | | | AUD | | | Westpac Banking Corp. | | 355,242 | | 1/15/16 | | $ | 255,192 | | | $ | 258,744 | | | $ | (3,552 | ) |
BUY | | | CAD | | | Goldman Sachs International | | 372,121 | | 1/15/16 | | | 282,607 | | | | 268,936 | | | | (13,671 | ) |
BUY | | | DKK | | | Deutsche Bank AG | | 523,066 | | 1/15/16 | | | 77,299 | | | | 76,192 | | | | (1,107 | ) |
BUY | | | DKK | | | Merrill Lynch International | | 384,405 | | 1/15/16 | | | 57,137 | | | | 55,994 | | | | (1,143 | ) |
BUY | | | EUR | | | Citibank N.A. | | 1,809,421 | | 1/15/16 | | | 1,991,822 | | | | 1,966,892 | | | | (24,930 | ) |
BUY | | | EUR | | | Deutsche Bank AG | | 546,382 | | 1/15/16 | | | 604,372 | | | | 593,933 | | | | (10,439 | ) |
BUY | | | EUR | | | Goldman Sachs International | | 1,786,239 | | 1/15/16 | | | 1,977,325 | | | | 1,941,693 | | | | (35,632 | ) |
BUY | | | EUR | | | Merrill Lynch International | | 415,747 | | 1/15/16 | | | 460,483 | | | | 451,929 | | | | (8,554 | ) |
BUY | | | GBP | | | Goldman Sachs International | | 608,677 | | 1/15/16 | | | 937,780 | | | | 897,337 | | | | (40,443 | ) |
SELL | | | JPY | | | Morgan Stanley Capital Services, Inc. | | 163,436,000 | | 1/15/16 | | | 1,355,289 | | | | 1,360,090 | | | | (4,801 | ) |
BUY | | | NOK | | | Goldman Sachs International | | 1,262,382 | | 1/15/16 | | | 148,461 | | | | 142,603 | | | | (5,858 | ) |
SELL | | | NZD | | | Westpac Banking Corp. | | 249,362 | | 1/15/16 | | | 164,311 | | | | 170,455 | | | | (6,144 | ) |
SELL | | | SEK | | | Morgan Stanley Capital Services, Inc. | | 172,000 | | 1/15/16 | | | 20,282 | | | | 20,381 | | | | (99 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | $ | (156,373 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
12
MFS Strategic Income Portfolio
Portfolio of Investments – continued
Futures Contracts at 12/31/15
| | | | | | | | | | | | | | | | | | |
Description | | Currency | | | Contracts | | | Value | | Expiration Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | |
U.S. Treasury Bond 30 yr (Long) | | | USD | | | | 20 | | | $3,075,000 | | | March - 2016 | | | | $1,611 | |
U.S. Treasury Note 10 yr (Short) | | | USD | | | | 28 | | | 3,525,375 | | | March - 2016 | | | | 14,298 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $15,909 | |
| | | | | | | | | | | | | | | | | | |
At December 31, 2015, the fund had liquid securities with an aggregate value of $51,037 to cover any commitments for certain derivative contracts.
See Notes to Financial Statements
13
MFS Strategic 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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $34,010,222) | | | $33,687,077 | | | | | |
Underlying affiliated funds, at value (identified cost, $25,822,576) | | | 22,908,441 | | | | | |
Total investments, at value (identified cost, $59,832,798) | | | $56,595,518 | | | | | |
Receivables for | | | | | | | | |
Forward foreign currency exchange contracts | | | 239,655 | | | | | |
Daily variation margin on open futures contracts | | | 2,375 | | | | | |
Investments sold | | | 6,940 | | | | | |
Fund shares sold | | | 10,647 | | | | | |
Interest | | | 353,333 | | | | | |
Receivable from investment adviser | | | 3,167 | | | | | |
Other assets | | | 833 | | | | | |
Total assets | | | | | | | $57,212,468 | |
Liabilities | | | | | | | | |
Payable to custodian | | | $1,375 | | | | | |
Payables for | | | | | | | | |
Forward foreign currency exchange contracts | | | 156,373 | | | | | |
Investments purchased | | | 196 | | | | | |
Fund shares reacquired | | | 25,630 | | | | | |
Payable to affiliates | | | | | | | | |
Shareholder servicing costs | | | 61 | | | | | |
Distribution and/or service fees | | | 131 | | | | | |
Payable for independent Trustees’ compensation | | | 8 | | | | | |
Accrued expenses and other liabilities | | | 58,706 | | | | | |
Total liabilities | | | | | | | $242,480 | |
Net assets | | | | | | | $56,969,988 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $61,442,863 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | (3,138,089 | ) | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | (2,904,727 | ) | | | | |
Undistributed net investment income | | | 1,569,941 | | | | | |
Net assets | | | | | | | $56,969,988 | |
Shares of beneficial interest outstanding | | | | | | | 6,166,442 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $47,421,771 | | | | 5,125,688 | | | | $9.25 | |
Service Class | | | 9,548,217 | | | | 1,040,754 | | | | 9.17 | |
See Notes to Financial Statements
14
MFS Strategic 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 12/31/15 | | | | | | | | |
Net investment income | | | | | | | | |
Income | | | | | | | | |
Interest | | | $1,534,279 | | | | | |
Dividends from underlying affiliated funds | | | 1,384,179 | | | | | |
Total investment income | | | | | | | $2,918,458 | |
Expenses | | | | | | | | |
Management fee | | | $450,086 | | | | | |
Distribution and/or service fees | | | 26,312 | | | | | |
Shareholder servicing costs | | | 14,488 | | | | | |
Administrative services fee | | | 19,747 | | | | | |
Independent Trustees’ compensation | | | 2,733 | | | | | |
Custodian fee | | | 22,098 | | | | | |
Shareholder communications | | | 11,366 | | | | | |
Audit and tax fees | | | 73,165 | | | | | |
Legal fees | | | 1,700 | | | | | |
Miscellaneous | | | 20,297 | | | | | |
Total expenses | | | | | | | $641,992 | |
Fees paid indirectly | | | (16 | ) | | | | |
Reduction of expenses by investment adviser | | | (100,846 | ) | | | | |
Net expenses | | | | | | | $541,130 | |
Net investment income | | | | | | | $2,377,328 | |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments: | | | | | | | | |
Non-affiliated issuers | | | $(370,804 | ) | | | | |
Underlying affiliated funds | | | 34,807 | | | | | |
Capital gain distributions from underlying affiliated funds | | | 15,029 | | | | | |
Futures contracts | | | (182,632 | ) | | | | |
Foreign currency | | | 460,221 | | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $(43,379 | ) |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $(3,310,789 | ) | | | | |
Futures contracts | | | 51,704 | | | | | |
Translation of assets and liabilities in foreign currencies | | | (62,166 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $(3,321,251 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $(3,364,630 | ) |
Change in net assets from operations | | | | | | | $(987,302 | ) |
See Notes to Financial Statements
15
MFS Strategic 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income | | | $2,377,328 | | | | $2,970,477 | |
Net realized gain (loss) on investments and foreign currency | | | (43,379 | ) | | | 802,119 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | (3,321,251 | ) | | | (1,382,969 | ) |
Change in net assets from operations | | | $(987,302 | ) | | | $2,389,627 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(3,552,545 | ) | | | $(2,339,793 | ) |
Change in net assets from fund share transactions | | | $(9,033,727 | ) | | | $(4,655,060 | ) |
Total change in net assets | | | $(13,573,574 | ) | | | $(4,605,226 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 70,543,562 | | | | 75,148,788 | |
At end of period (including undistributed net investment income of $1,569,941 and $3,308,444, respectively) | | | $56,969,988 | | | | $70,543,562 | |
See Notes to Financial Statements
16
MFS Strategic 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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $10.01 | | | | $10.01 | | | | $10.19 | | | | $9.74 | | | | $9.87 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.37 | | | | $0.41 | | | | $0.42 | | | | $0.44 | | | | $0.48 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.55 | ) | | | (0.08 | ) | | | (0.28 | ) | | | 0.56 | | | | (0.02 | ) |
Total from investment operations | | | $(0.18 | ) | | | $0.33 | | | | $0.14 | | | | $1.00 | | | | $0.46 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.58 | ) | | | $(0.33 | ) | | | $(0.32 | ) | | | $(0.55 | ) | | | $(0.59 | ) |
Net asset value, end of period (x) | | | $9.25 | | | | $10.01 | | | | $10.01 | | | | $10.19 | | | | $9.74 | |
Total return (%) (k)(r)(s)(x) | | | (1.85 | ) | | | 3.27 | | | | 1.46 | | | | 10.42 | | | | 4.67 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f)(h) | | | 0.96 | | | | 0.94 | | | | 1.00 | | | | 1.02 | | | | 1.05 | |
Expenses after expense reductions (f)(h) | | | 0.80 | | | | 0.80 | | | | 0.85 | | | | 0.90 | | | | 0.90 | |
Net investment income | | | 3.74 | | | | 4.05 | | | | 4.18 | | | | 4.35 | | | | 4.79 | |
Portfolio turnover | | | 31 | | | | 21 | | | | 28 | | | | 40 | | | | 29 | |
Net assets at end of period (000 omitted) | | | $47,422 | | | | $59,824 | | | | $63,319 | | | | $43,564 | | | | $38,563 | |
See Notes to Financial Statements
17
MFS Strategic Income Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $9.92 | | | | $9.93 | | | | $10.12 | | | | $9.67 | | | | $9.81 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (d) | | | $0.34 | | | | $0.39 | | | | $0.39 | | | | $0.41 | | | | $0.45 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | (0.54 | ) | | | (0.09 | ) | | | (0.28 | ) | | | 0.56 | | | | (0.03 | ) |
Total from investment operations | | | $(0.20 | ) | | | $0.30 | | | | $0.11 | | | | $0.97 | | | | $0.42 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.55 | ) | | | $(0.31 | ) | | | $(0.30 | ) | | | $(0.52 | ) | | | $(0.56 | ) |
Net asset value, end of period (x) | | | $9.17 | | | | $9.92 | | | | $9.93 | | | | $10.12 | | | | $9.67 | |
Total return (%) (k)(r)(s)(x) | | | (2.06 | ) | | | 2.99 | | | | 1.18 | | | | 10.18 | | | | 4.31 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f)(h) | | | 1.21 | | | | 1.19 | | | | 1.25 | | | | 1.27 | | | | 1.30 | |
Expenses after expense reductions (f)(h) | | | 1.05 | | | | 1.05 | | | | 1.10 | | | | 1.15 | | | | 1.15 | |
Net investment income | | | 3.49 | | | | 3.80 | | | | 3.93 | | | | 4.11 | | | | 4.54 | |
Portfolio turnover | | | 31 | | | | 21 | | | | 28 | | | | 40 | | | | 29 | |
Net assets at end of period (000 omitted) | | | $9,548 | | | | $10,719 | | | | $11,829 | | | | $8,867 | | | | $10,368 | |
(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
18
MFS Strategic Income Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
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 or at the SEC’s public reference room in Washington, D.C. 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 high-yield securities involve greater degrees of credit and market risk than investments in higher-rated securities and tend to be more sensitive to economic conditions. 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 legal, political, and economic environment.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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.
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. 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. 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. 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
19
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
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. Values obtained from 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 halting 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 not reflected in total investments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | $— | | | | $2,557,372 | | | | $— | | | | $2,557,372 | |
Non-U.S. Sovereign Debt | | | — | | | | 1,894,750 | | | | — | | | | 1,894,750 | |
U.S. Corporate Bonds | | | — | | | | 19,338,382 | | | | — | | | | 19,338,382 | |
Residential Mortgage-Backed Securities | | | — | | | | 369,392 | | | | — | | | | 369,392 | |
Commercial Mortgage-Backed Securities | | | — | | | | 1,093,810 | | | | — | | | | 1,093,810 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 1,149,692 | | | | — | | | | 1,149,692 | |
Foreign Bonds | | | — | | | | 7,283,679 | | | | — | | | | 7,283,679 | |
Mutual Funds | | | 22,908,441 | | | | — | | | | — | | | | 22,908,441 | |
Total Investments | | | $22,908,441 | | | | $33,687,077 | | | | $— | | | | $56,595,518 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts | | | $15,909 | | | | $— | | | | $— | | | | $15,909 | |
Forward Foreign Currency Exchange Contracts | | | — | | | | 83,282 | | | | — | | | | 83,282 | |
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
20
MFS Strategic Income Portfolio
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 for different purposes, 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 were futures contracts and forward foreign currency exchange contracts. 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, 2015 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Interest Rate | | Interest Rate Futures | | | $15,909 | | | | $— | |
Foreign Exchange | | Forward Foreign Currency Exchange | | | 239,655 | | | | (156,373 | ) |
Total | | | | | $255,564 | | | | $(156,373 | ) |
(a) | The value of futures contracts includes cumulative appreciation (depreciation) as 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, 2015 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Foreign Currency | |
Interest Rate | | | $(182,632 | ) | | | $— | |
Foreign Exchange | | | — | | | | 463,265 | |
Total | | | $(182,632 | ) | | | $463,265 | |
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Translation of Assets and Liabilities in Foreign Currencies | |
Interest Rate | | | $51,704 | | | | $— | |
Foreign Exchange | | | — | | | | (69,026 | ) |
Total | | | $51,704 | | | | $(69,026 | ) |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
21
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
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 certain 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 foreign currency.
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, an industry accepted settlement system. 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.
22
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to amortization and accretion of debt securities and derivative transactions.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $3,552,545 | | | | $2,339,793 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $60,303,251 | |
Gross appreciation | | | 926,480 | |
Gross depreciation | | | (4,634,213 | ) |
Net unrealized appreciation (depreciation) | | | $(3,707,733 | ) |
Undistributed ordinary income | | | 1,657,915 | |
Capital loss carryforwards | | | (2,418,150 | ) |
Other temporary differences | | | (4,907 | ) |
Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after December 31, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses.
As of December 31, 2015, the fund had capital loss carryforwards available to offset future realized gains. Such pre-enactment losses expire as follows:
| | | | |
12/31/16 | | | $(776,132 | ) |
12/31/17 | | | (1,642,018 | ) |
Total | | | $(2,418,150 | ) |
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
23
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
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:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $2,970,056 | | | | $1,978,200 | |
Service Class | | | 582,489 | | | | 361,593 | |
Total | | | $3,552,545 | | | | $2,339,793 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.70% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $4,457, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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 as fees and expenses associated with investments in investment companies and other similar investment vehicles), such that total annual operating expenses do not exceed 0.80% of average daily net assets for the Initial Class shares and 1.05% 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, 2017. For the year ended December 31, 2015, this reduction amounted to $96,389, 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, 2015, the fee was $13,843, which equated to 0.0215% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $645.
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, 2015 was equivalent to an annual effective rate of 0.0307% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent
24
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $209 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
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 High Yield Pooled Portfolio is designed to be used by MFS funds to invest in a particular security type rather than invest in the security type directly. 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 underlying affiliated funds” in the Statement of Operations. The High Yield Pooled Portfolio does not pay a management fee to MFS or distribution and/or service fee to MFD.
For the year ended December 31, 2015, purchases and sales of investments, other than short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | �� | | $2,277,256 | | | | $40,314 | |
Investments (non-U.S. Government securities) | | | $17,035,187 | | | | $33,214,094 | |
(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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 243,706 | | | | $2,413,257 | | | | 511,783 | | | | $5,236,392 | |
Service Class | | | 115,251 | | | | 1,146,200 | | | | 205,156 | | | | 2,071,961 | |
| | | 358,957 | | | | $3,559,457 | | | | 716,939 | | | | $7,308,353 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 316,300 | | | | $2,970,056 | | | | 194,513 | | | | $1,978,200 | |
Service Class | | | 62,499 | | | | 582,489 | | | | 35,837 | | | | 361,593 | |
| | | 378,799 | | | | $3,552,545 | | | | 230,350 | | | | $2,339,793 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (1,413,078 | ) | | | $(14,034,614 | ) | | | (1,054,095 | ) | | | $(10,746,054 | ) |
Service Class | | | (217,306 | ) | | | (2,111,115 | ) | | | (351,664 | ) | | | (3,557,152 | ) |
| | | (1,630,384 | ) | | | $(16,145,729 | ) | | | (1,405,759 | ) | | | $(14,303,206 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (853,072 | ) | | | $(8,651,301 | ) | | | (347,799 | ) | | | $(3,531,462 | ) |
Service Class | | | (39,556 | ) | | | (382,426 | ) | | | (110,671 | ) | | | (1,123,598 | ) |
| | | (892,628 | ) | | | $(9,033,727 | ) | | | (458,470 | ) | | | $(4,655,060 | ) |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $218 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
25
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Funds | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS High Yield Pooled Portfolio | | | 2,497,529 | | | | 224,423 | | | | (518,758 | ) | | | 2,203,194 | |
MFS Institutional Money Market Portfolio | | | 845,214 | | | | 19,257,480 | | | | (16,119,692 | ) | | | 3,983,002 | |
| | | | |
Underlying Affiliated Funds | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS High Yield Pooled Portfolio | | | $34,807 | | | | $15,029 | | | | $1,382,483 | | | | $18,925,439 | |
MFS Institutional Money Market Portfolio | | | — | | | | — | | | | 1,696 | | | | 3,983,002 | |
| | | | | | | | | | | | | | | | |
| | �� | $34,807 | | | | $15,029 | | | | $1,384,179 | | | | $22,908,441 | |
| | | | | | | | | | | | | | | | |
In May 2015, the Motors Liquidation Company Avoidance Action Trust (hereafter, “AAT”) served upon the fund a complaint in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of New York, captioned Motors Liquidation Company Avoidance Action Trust v. JPMorgan Chase Bank, N.A., et al. (No. 09-00504 (REG)). The complaint, which was originally filed in 2009 but not served on the fund until 2015, names as defendants over 500 entities (including the fund) that held an interest in a $1.5 billion General Motors (GM) term loan in 2009, when GM filed for bankruptcy. The AAT alleges that the fund and the other term loan lenders were improperly treated as secured lenders with respect to the term loan shortly before and immediately after GM’s bankruptcy, receiving full principal and interest payments under the loan. The AAT alleges that the fund and other term loan lenders should have been treated as unsecured (or partially unsecured) creditors because the main lien securing the collateral was allegedly not perfected at the time of GM’s bankruptcy due to an erroneous filing in October 2008 that terminated the financing statement perfecting the lien. The AAT seeks to claw back payments made to the fund and the other term loan lenders after, and during the 90 days before, GM’s June 2009 bankruptcy petition. During that time period, the fund received term loan payments of approximately $190,000. The fund cannot predict the outcome of this proceeding. Among other things, it is unclear whether AAT’s claims will succeed; what the fund would be entitled to as an unsecured (or partially unsecured) creditor, given the existence of other collateral not impacted by the erroneous October 2008 filing; and whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.
26
MFS Strategic 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 Strategic Income Portfolio:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Strategic Income Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, by correspondence with the custodian, transfer agent 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Strategic Income Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
27
MFS Strategic Income Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
28
MFS Strategic Income Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
29
MFS Strategic Income Portfolio
Trustees and Officers – continued
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 Managers William Adams Ward Brown James Calmas David Cole Joshua Marston Robert Persons Matthew Ryan | | |
30
MFS Strategic Income Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 five-year periods ended December 31, 2014 relative to the Lipper 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.
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
31
MFS Strategic Income Portfolio
Board Review of Investment Advisory Agreement – continued
total expense ratios of peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
32
MFS Strategic Income 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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
33
rev. 3/11
| | | | |
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. |
34
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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. |
35
ANNUAL REPORT
December 31, 2015
MFS® TECHNOLOGY PORTFOLIO
MFS® Variable Insurance Trust II
TKS-ANN
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
MFS Technology Portfolio
LETTER FROM THE CHAIRMAN
Dear Contract Owners:
Central bank policies remain center stage as the U.S. Federal Reserve made good on its pledge to raise policy rates for the first time in over nine years at its December meeting. The Fed’s actions stand in stark contrast to those of the European Central Bank and Bank of Japan, which modestly extended their quantitative easing programs in December.
In the United States, auto sales remain a source of economic strength, but housing demand has slowed of late. The U.S. economic expansion remains moderate but uneven, with a strong dollar crimping demand for U.S. goods abroad. China’s shift to a consumer-led economy continues to weigh on its manufacturing and exports, as does weak global demand. Slackening demand from China continues to undermine commodity markets, with oil particularly impacted amid a global supply glut.
As markets have become more focused on short-term trends in recent years, we believe it’s important for investors to lengthen their investment time horizon. At MFS®, we don’t trade on headlines or trends; we invest for the long term.
We believe that this approach, coupled with the professional guidance of a financial advisor, will help you reach your investment goals.
Respectfully,
Robert J. Manning
Chairman
MFS Investment Management
February 16, 2016
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
MFS Technology Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (i)
| | | | |
Top ten holdings (i) | | | | |
Alphabet, Inc., “A” | | | 11.9% | |
Amazon.com, Inc. | | | 6.6% | |
Facebook, Inc., “A” | | | 6.1% | |
Microsoft Corp. | | | 4.8% | |
Visa, Inc., “A” | | | 4.2% | |
Cisco Systems, Inc. | | | 3.8% | |
Salesforce.com, Inc. | | | 3.6% | |
Apple, Inc. | | | 3.5% | |
Hewlett-Packard Co. | | | 3.1% | |
MasterCard, Inc., “A” | | | 3.0% | |
| | | | |
Top five industries (i) | | | | |
Internet | | | 21.1% | |
Computer Software | | | 17.2% | |
Computer Software – Systems | | | 15.0% | |
Business Services | | | 8.4% | |
Other Banks & Diversified Financials | | | 7.2% | |
(i) | 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 derivative positions. 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. |
(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 currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of 12/31/15.
The portfolio is actively managed and current holdings may be different.
2
MFS Technology Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2015, Initial Class shares of the MFS Technology Portfolio (“fund”) provided a total return of 10.75%, while Service Class shares of the fund provided a total return of 10.53%. These compare with a return of 1.38% over the same period for the fund’s benchmark, the Standard & Poor’s 500 Stock Index, and a return of 9.91% for the fund’s other benchmark, the Standard & Poor’s North American Technology Sector Index.
Market Environment
Sluggish global growth weighed on both developed and emerging market (“EM”) economies during the reporting period. EM economies have been particularly lackluster. While the US Federal Reserve began its anticipated monetary policy tightening cycle at the end of the period, other large developed economies continued to embrace accommodative monetary policies, particularly the European Central Bank and the Bank of Japan. Focus remained on China after policy missteps by the Chinese government roiled global markets over the summer, beginning with the uncoordinated response to the stock market’s boom and bust and then the confusing decision to devalue the renminbi in August. China subsequently ramped up a wide range of monetary and fiscal measures to stimulate the economy and bolster sentiment. Its economy appeared to stabilize late in the period. Also at the end of the period, the Chinese renminbi was granted reserve currency status by the International Monetary Fund (“IMF”), which announced its inclusion in the IMF’s Special Drawing Rights currency basket effective October 1, 2016.
During the second half of the reporting period, the US faced an earnings recession caused primarily by the sharp decline in the prices of oil and other commodities. Earnings contractions were concentrated primarily in the energy, materials and industrial sectors. An additional headwind for earnings was the sharp rise in the US dollar over the period. Exports were crimped by the dollar’s strength and falling demand in emerging markets. Consumer spending held up well during the second half of the period amid a modest increase in real wages and a tailwind from falling gasoline prices. Demand for autos reached near-record territory late in the period. In emerging markets, two key factors weighed on economies and asset prices: 1) weaker Chinese growth, which drove the decline in commodity prices and 2) prospects for higher US interest rates. Structural factors like floating exchange rates and fiscal buffers partially offset these cyclical headwinds.
Contributors to Performance
Stock selection and an underweight position in the electronics industry were primary factors that contributed to performance relative to the Standard & Poor’s North American Technology Sector Index. Not owning shares of poor-performing semiconductor manufacturer Micron Technology benefited relative performance. The fund’s short position in semiconductor company Intel and overweight position in broadband communications and networking services Broadcom also aided relative results.
Stock selection and an underweight position in the computer systems industry was another area of relative strength. Not owning shares of diversified technology products and services company International Business Machines (IBM) aided relative returns. IBM’s share price dropped early in the period as a result of lowered full-year earnings guidance. The fund’s underweight positions in computer and personal electronics maker Apple and computer hard drive maker Western Digital (h) also strengthened relative performance.
Elsewhere, the fund’s underweight position in wireless communications software company QUALCOMM (h) boosted relative performance. Overweight positions in customer information software manager Salesforce.com, internet search giant Alphabet (formerly Google) and online retail giant Amazon.com also bolstered relative returns. Share of Amazon.com benefited from strong year-over-year revenue growth, especially in North America where the number of prime subscribers has increased substantially.
Detractors from Performance
Stock selection in the broadcasting industry was a primary detractor from relative performance. The fund’s positions in global media companies Twenty-First Century Fox (b) and Time Warner (b) weakened relative performance as the shares of both companies underperformed the benchmark. While Time Warner exceeded consensus earnings expectations, management’s lowered 2016 earnings guidance appeared to have weighed on investor sentiment and negatively impacted the stock’s price performance.
Stock selection in the internet industry also dampened relative returns. Most notably, the fund’s overweight position in online information portal Yahoo! held back relative performance. Shares of online and mobile commerce company Alibaba Group Holding (b) (China) also hurt relative results.
In other sectors, the fund’s underweight positions in software giant Microsoft and internet TV show and movie subscription services provider Netflix weakened relative performance. Shares of Microsoft rose during the reporting period benefiting from solid first quarter results that beat market expectations. Strong growth in the Cloud business, particularly from the Office 365 and Azure
3
MFS Technology Portfolio
Management Review – continued
product lines, buoyed investor sentiment. Overweight positions in computer and personal electronics maker Hewlett-Packard, data storage systems provider EMC (h) and semiconductor manufacturers Viavi Solutions (h) and Cypress Semiconductor (h) also placed a drag on relative results.
Respectfully,
Matthew Sabel
Portfolio Manager
(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 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 12/31/15
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 12/31/15
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/16/00 | | 10.75% | | 13.96% | | 11.41% | | |
| | Service Class | | 8/24/01 | | 10.53% | | 13.68% | | 11.13% | | |
| | | | |
Comparative benchmarks | | | | | | | | |
| | Standard & Poor’s 500 Stock Index (f) | | 1.38% | | 12.57% | | 7.31% | | |
| | Standard & Poor’s North American Technology Sector Index (f) | | 9.91% | | 14.26% | | 9.97% | | |
(f) | | Source: FactSet Research Systems Inc. |
Benchmark Definitions
Standard & Poor’s 500 Stock Index – 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 – a modified market capitalization-weighted index that measures the performance of selected technology stocks.
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.
5
MFS Technology Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2015 through December 31, 2015
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, 2015 through December 31, 2015.
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 7/01/15 | | | Ending Account Value 12/31/15 | | | Expenses Paid During Period (p) 7/01/15-12/31/15 | |
Initial Class | | Actual | | | 0.91% | | | | $1,000.00 | | | | $1,079.63 | | | | $4.77 | |
| Hypothetical (h) | | | 0.91% | | | | $1,000.00 | | | | $1,020.62 | | | | $4.63 | |
Service Class | | Actual | | | 1.16% | | | | $1,000.00 | | | | $1,078.35 | | | | $6.08 | |
| Hypothetical (h) | | | 1.16% | | | | $1,000.00 | | | | $1,019.36 | | | | $5.90 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Notes to Expense Table
Expense ratios include 0.01% of investment related expenses from short sales (as described in Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
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MFS Technology Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/15
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – 97.2% | | | | | | | | |
Broadcasting – 1.6% | | | | | | | | |
Time Warner, Inc. | | | 26,396 | | | $ | 1,707,029 | |
Twenty-First Century Fox, Inc. | | | 8,830 | | | | 239,823 | |
| | | | | | | | |
| | | | | | $ | 1,946,852 | |
| | | | | | | | |
Brokerage & Asset Managers – 2.6% | | | | | | | | |
Allied Minds PLC (a) | | | 98,281 | | | $ | 579,543 | |
Intercontinental Exchange, Inc. | | | 4,267 | | | | 1,093,461 | |
NASDAQ, Inc. | | | 25,574 | | | | 1,487,640 | |
| | | | | | | | |
| | | | | | $ | 3,160,644 | |
| | | | | | | | |
Business Services – 8.4% | | | | | | | | |
Accenture PLC, “A” | | | 10,492 | | | $ | 1,096,414 | |
Cognizant Technology Solutions Corp., “A” (a) | | | 35,186 | | | | 2,111,864 | |
CoStar Group, Inc. (a) | | | 2,562 | | | | 529,540 | |
Equifax, Inc. | | | 6,815 | | | | 758,987 | |
Fidelity National Information Services, Inc. | | | 30,199 | | | | 1,830,059 | |
First Data Corp. (a) | | | 30,375 | | | | 486,607 | |
Fiserv, Inc. (a) | | | 15,567 | | | | 1,423,758 | |
Gartner, Inc. (a) | | | 9,861 | | | | 894,393 | |
Global Payments, Inc. | | | 17,141 | | | | 1,105,766 | |
| | | | | | | | |
| | | | | | $ | 10,237,388 | |
| | | | | | | | |
Computer Software – 17.2% | | | | | | | | |
Adobe Systems, Inc. (a) | | | 34,968 | | | $ | 3,284,894 | |
Cadence Design Systems, Inc. (a) | | | 19,452 | | | | 404,796 | |
Enghouse Systems Ltd. | | | 14,161 | | | | 760,807 | |
Intuit, Inc. | | | 17,102 | | | | 1,650,343 | |
Microsoft Corp. | | | 105,968 | | | | 5,879,105 | |
Oracle Corp. | | | 26,135 | | | | 954,712 | |
Qlik Technologies, Inc. (a) | | | 30,708 | | | | 972,215 | |
Red Hat, Inc. (a) | | | 31,844 | | | | 2,637,002 | |
Salesforce.com, Inc. (a) | | | 56,024 | | | | 4,392,282 | |
| | | | | | | | |
| | | | | | $ | 20,936,156 | |
| | | | | | | | |
Computer Software – Systems – 15.1% | | | | | | | | |
Apple, Inc. (s) | | | 40,863 | | | $ | 4,301,239 | |
Constellation Software, Inc. | | | 1,496 | | | | 623,699 | |
EPAM Systems, Inc. (a) | | | 8,080 | | | | 635,250 | |
Globant S.A. (a) | | | 10,300 | | | | 386,353 | |
Hewlett Packard Enterprise | | | 248,644 | | | | 3,779,389 | |
Hortonworks, Inc. (a) | | | 22,048 | | | | 482,851 | |
IMS Health Holdings, Inc. (a) | | | 18,335 | | | | 466,992 | |
Kinaxis, Inc. (a) | | | 17,062 | | | | 578,557 | |
Proofpoint, Inc. (a) | | | 5,893 | | | | 383,104 | |
Rapid7, Inc. (a)(l) | | | 21,419 | | | | 324,069 | |
Sabre Corp. | | | 32,200 | | | | 900,634 | |
ServiceNow, Inc. (a) | | | 12,516 | | | | 1,083,385 | |
Splunk, Inc. (a) | | | 14,436 | | | | 848,981 | |
Square, Inc., “A” (a) | | | 47,952 | | | | 627,692 | |
SS&C Technologies Holdings, Inc. | | | 20,450 | | | | 1,396,122 | |
Vantiv, Inc., “A” (a) | | | 9,581 | | | | 454,331 | |
Workday, Inc. (a) | | | 12,819 | | | | 1,021,418 | |
| | | | | | | | |
| | | | | | $ | 18,294,066 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
COMMON STOCKS – continued | | | | | |
Consumer Services – 2.4% | | | | | | | | |
Priceline Group, Inc. (a) | | | 2,321 | | | $ | 2,959,159 | |
| | | | | | | | |
Electrical Equipment – 1.4% | | | | | | | | |
Amphenol Corp., “A” | | | 26,130 | | | $ | 1,364,770 | |
TE Connectivity Ltd. | | | 4,443 | | | | 287,062 | |
| | | | | | | | |
| | | | | | $ | 1,651,832 | |
| | | | | | | | |
Electronics – 6.5% | | | | | | | | |
Avago Technologies Ltd. | | | 7,482 | | | $ | 1,086,012 | |
Broadcom Corp., “A” | | | 49,186 | | | | 2,843,934 | |
Microchip Technology, Inc. | | | 52,608 | | | | 2,448,376 | |
NVIDIA Corp. | | | 9,471 | | | | 312,164 | |
NXP Semiconductors N.V. (a) | | | 6,234 | | | | 525,215 | |
Silicon Laboratories, Inc. (a) | | | 13,430 | | | | 651,892 | |
| | | | | | | | |
| | | | | | $ | 7,867,593 | |
| | | | | | | | |
Entertainment – 0.9% | | | | | | | | |
Netflix, Inc. (a) | | | 9,382 | | | $ | 1,073,113 | |
| | | | | | | | |
Internet – 21.2% | | | | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 6,350 | | | $ | 516,064 | |
Alphabet, Inc., “A” (a)(s) | | | 18,605 | | | | 14,474,876 | |
Facebook, Inc., “A “ (a)(s) | | | 70,663 | | | | 7,395,590 | |
LinkedIn Corp., “A” (a) | | | 7,632 | | | | 1,717,811 | |
Marketo, Inc. (a) | | | 14,106 | | | | 404,983 | |
Twitter, Inc. (a) | | | 12,397 | | | | 286,867 | |
Yahoo!, Inc. (a) | | | 28,668 | | | | 953,498 | |
| | | | | | | | |
| | | | | | $ | 25,749,689 | |
| | | | | | | | |
Machinery & Tools – 0.4% | | | | | | | | |
Kornit Digital Ltd. (a) | | | 43,679 | | | $ | 477,411 | |
| | | | | | | | |
Network & Telecom – 3.8% | | | | | | | | |
Cisco Systems, Inc. | | | 168,832 | | | $ | 4,584,633 | |
| | | | | | | | |
Other Banks & Diversified Financials – 7.2% | | | | | |
MasterCard, Inc., “A” | | | 37,385 | | | $ | 3,639,804 | |
Visa, Inc., “A” | | | 66,561 | | | | 5,161,806 | |
| | | | | | | | |
| | | | | | $ | 8,801,610 | |
| | | | | | | | |
Specialty Stores – 6.6% | | | | | | | | |
Amazon.com, Inc. (a) | | | 11,926 | | | $ | 8,060,664 | |
| | | | | | | | |
Telecommunications – Wireless – 1.9% | | | | | |
American Tower Corp., REIT | | | 13,496 | | | $ | 1,308,437 | |
SBA Communications Corp. (a) | | | 9,679 | | | | 1,016,972 | |
| | | | | | | | |
| | | | | | $ | 2,325,409 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $86,317,148) | | | | | | $ | 118,126,219 | |
| | | | | | | | |
Issuer/Expiration Date/Strike Price | | Number of Contracts | | | | |
PUT OPTIONS PURCHASED – 0.0% | | | | | |
Internet – 0.0% | | | | | | | | |
GrubHub, Inc. – March 2016 @ $25 (Premiums Paid, $15,183) | | | 43 | | | $ | 14,620 | |
| | | | | | | | |
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MFS Technology Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
| | | | | | | | |
MONEY MARKET FUNDS – 4.3% | | | | | |
MFS Institutional Money Market Portfolio, 0.19%, at Cost and Net Asset Value (v) | | | 5,222,460 | | | $ | 5,222,460 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.0% | |
Navigator Securities Lending Prime Portfolio, 0.32%, at Cost and Net Asset Value (j) | | | 38,502 | | | $ | 38,502 | |
| | | | | | | | |
Total Investments (Identified Cost, $91,593,293) | | | | | | $ | 123,401,801 | |
| | | | | | | | |
| |
SECURITIES SOLD SHORT – (0.5)% | | | | | |
Electronics – (0.5)% | | | | | | | | |
Intel Corp. (Proceeds Received, $545,644) | | | (17,000 | ) | | $ | (585,650 | ) |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (1.0)% | | | | | | | (1,226,313 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 121,589,838 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(j) | | The rate quoted is the annualized seven-day yield of the fund at period end. |
(l) | | A portion of this security is on loan. |
(s) | | Security or a portion of the security was pledged to cover collateral requirements for securities sold short and certain derivative transactions. |
(v) | | Underlying affiliated fund 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. |
At December 31, 2015, the fund had cash collateral of $143,476 and other liquid securities with an aggregate value of $1,002,771 to cover any commitments for securities sold short and certain derivative contracts. Cash collateral is comprised of “Deposits with brokers” in the Statement of Assets and Liabilities.
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
8
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 12/31/15 | | | | | | | | |
Assets | | | | | | | | |
Investments | | | | | | | | |
Non-affiliated issuers, at value (identified cost, $86,370,833) | | | $118,179,341 | | | | | |
Underlying affiliated funds, at cost and value | | | 5,222,460 | | | | | |
Total investments, at value, including $37,583 of securities on loan (identified cost, $91,593,293) | | | | | | | $123,401,801 | |
Cash | | | 2,071 | | | | | |
Deposits with brokers | | | 143,476 | | | | | |
Receivables for | | | | | | | | |
Fund shares sold | | | 298,767 | | | | | |
Interest and dividends | | | 24,193 | | | | | |
Other assets | | | 1,327 | | | | | |
Total assets | | | | | | | $123,871,635 | |
Liabilities | | | | | | | | |
Payables for | | | | | | | | |
Securities sold short, at value (proceeds received, $545,644) | | | $585,650 | | | | | |
Investments purchased | | | 1,592,128 | | | | | |
Fund shares reacquired | | | 9,193 | | | | | |
Collateral for securities loaned, at value | | | 38,502 | | | | | |
Payable to affiliates | | | | | | | | |
Investment adviser | | | 5,161 | | | | | |
Shareholder servicing costs | | | 36 | | | | | |
Distribution and/or service fees | | | 1,471 | | | | | |
Payable for independent Trustees’ compensation | | | 79 | | | | | |
Accrued expenses and other liabilities | | | 49,577 | | | | | |
Total liabilities | | | | | | | $2,281,797 | |
Net assets | | | | | | | $121,589,838 | |
Net assets consist of | | | | | | | | |
Paid-in capital | | | $86,830,471 | | | | | |
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies | | | 31,768,491 | | | | | |
Accumulated net realized gain (loss) on investments and foreign currency | | | 2,990,975 | | | | | |
Accumulated net investment loss | | | (99 | ) | | | | |
Net assets | | | | | | | $121,589,838 | |
Shares of beneficial interest outstanding | | | | | | | 10,124,494 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $15,587,891 | | | | 1,252,078 | | | | $12.45 | |
Service Class | | | 106,001,947 | | | | 8,872,416 | | | | 11.95 | |
See Notes to Financial Statements
9
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 12/31/15 | | | | | | | | |
Net investment loss | | | | | | | | |
Income | | | | | | | | |
Dividends | | | $731,810 | | | | | |
Interest | | | 3,072 | | | | | |
Dividends from underlying affiliated funds | | | 4,206 | | | | | |
Foreign taxes withheld | | | (750 | ) | | | | |
Total investment income | | | | | | | $738,338 | |
Expenses | | | | | | | | |
Management fee | | | $805,519 | | | | | |
Distribution and/or service fees | | | 229,847 | | | | | |
Shareholder servicing costs | | | 7,339 | | | | | |
Administrative services fee | | | 26,434 | | | | | |
Independent Trustees’ compensation | | | 2,923 | | | | | |
Custodian fee | | | 20,312 | | | | | |
Shareholder communications | | | 29,689 | | | | | |
Audit and tax fees | | | 52,873 | | | | | |
Legal fees | | | 979 | | | | | |
Dividend and interest expense on securities sold short | | | 18,223 | | | | | |
Miscellaneous | | | 16,975 | | | | | |
Total expenses | | | | | | | $1,211,113 | |
Fees paid indirectly | | | (21 | ) | | | | |
Reduction of expenses by investment adviser | | | (7,502 | ) | | | | |
Net expenses | | | | | | | $1,203,590 | |
Net investment loss | | | | | | | $(465,252 | ) |
Realized and unrealized gain (loss) on investments and foreign currency | | | | | | | | |
Realized gain (loss) (identified cost basis) | | | | | | | | |
Investments | | | $3,453,096 | | | | | |
Written options | | | 358,373 | | | | | |
Securities sold short | | | (187,617 | ) | | | | |
Foreign currency | | | (989 | ) | | | | |
Net realized gain (loss) on investments and foreign currency | | | | | | | $3,622,863 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
Investments | | | $7,389,707 | | | | | |
Securities sold short | | | 187,688 | | | | | |
Translation of assets and liabilities in foreign currencies | | | (11 | ) | | | | |
Net unrealized gain (loss) on investments and foreign currency translation | | | | | | | $7,577,384 | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | | | | | $11,200,247 | |
Change in net assets from operations | | | | | | | $10,734,995 | |
See Notes to Financial Statements
10
MFS Technology 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.
| | | | | | | | |
For years ended 12/31 | | | 2015 | | | | 2014 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment loss | | | $(465,252 | ) | | | $(335,880 | ) |
Net realized gain (loss) on investments and foreign currency | | | 3,622,863 | | | | 3,444,107 | |
Net unrealized gain (loss) on investments and foreign currency translation | | | 7,577,384 | | | | 5,516,757 | |
Change in net assets from operations | | | $10,734,995 | | | | $8,624,984 | |
Distributions declared to shareholders | | | | | | | | |
From net realized gain on investments | | | $(3,394,608 | ) | | | $(1,746,337 | ) |
Change in net assets from fund share transactions | | | $16,495,188 | | | | $17,068,687 | |
Total change in net assets | | | $23,835,575 | | | | $23,947,334 | |
Net assets | | | | | | | | |
At beginning of period | | | 97,754,263 | | | | 73,806,929 | |
At end of period (including accumulated net investment loss of $99 and $0, respectively) | | | $121,589,838 | | | | $97,754,263 | |
See Notes to Financial Statements
11
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 by which 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 | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $11.63 | | | | $10.71 | | | | $7.93 | | | | $6.92 | | | | $6.84 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment loss (d) | | | $(0.03 | ) | | | $(0.02 | ) | | | $(0.02 | ) | | | $(0.04 | ) | | | $(0.05 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 1.22 | | | | 1.16 | | | | 2.81 | | | | 1.05 | | | | 0.13 | |
Total from investment operations | | | $1.19 | | | | $1.14 | | | | $2.79 | | | | $1.01 | | | | $0.08 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net realized gain on investments | | | $(0.37 | ) | | | $(0.22 | ) | | | $(0.01 | ) | | | $— | | | | $— | |
Net asset value, end of period (x) | | | $12.45 | | | | $11.63 | | | | $10.71 | | | | $7.93 | | | | $6.92 | |
Total return (%) (k)(r)(s)(x) | | | 10.75 | | | | 10.71 | | | | 35.18 | | | | 14.60 | | | | 1.17 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.91 | | | | 0.94 | | | | 1.05 | | | | 1.18 | | | | 1.28 | |
Expenses after expense reductions (f) | | | 0.91 | | | | 0.93 | | | | 1.05 | | | | 1.13 | | | | 1.08 | |
Net investment loss | | | (0.22 | ) | | | (0.20 | ) | | | (0.27 | ) | | | (0.51 | ) | | | (0.77 | ) |
Portfolio turnover | | | 45 | | | | 35 | | | | 48 | | | | 62 | | | | 90 | |
Net assets at end of period (000 omitted) | | | $15,588 | | | | $16,062 | | | | $15,428 | | | | $13,019 | | | | $14,598 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale dividend and interest expense (f) | | | 0.89 | | | | 0.91 | | | | 0.95 | | | | 1.00 | | | | 1.00 | |
See Notes to Financial Statements
12
MFS Technology Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Years ended 12/31 | |
| | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | |
Net asset value, beginning of period | | | $11.20 | | | | $10.35 | | | | $7.69 | | | | $6.73 | | | | $6.66 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment loss (d) | | | $(0.05 | ) | | | $(0.05 | ) | | | $(0.05 | ) | | | $(0.06 | ) | | | $(0.08 | ) |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 1.17 | | | | 1.12 | | | | 2.72 | | | | 1.02 | | | | 0.15 | |
Total from investment operations | | | $1.12 | | | | $1.07 | | | | $2.67 | | | | $0.96 | | | | $0.07 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net realized gain on investments | | | $(0.37 | ) | | | $(0.22 | ) | | | $(0.01 | ) | | | $— | | | | $— | |
Net asset value, end of period (x) | | | $11.95 | | | | $11.20 | | | | $10.35 | | | | $7.69 | | | | $6.73 | |
Total return (%) (k)(r)(s)(x) | | | 10.53 | | | | 10.40 | | | | 34.72 | | | | 14.26 | | | | 1.05 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.16 | | | | 1.19 | | | | 1.30 | | | | 1.48 | | | | 1.53 | |
Expenses after expense reductions (f) | | | 1.16 | | | | 1.18 | | | | 1.30 | | | | 1.42 | | | | 1.33 | |
Net investment loss | | | (0.47 | ) | | | (0.45 | ) | | | (0.52 | ) | | | (0.74 | ) | | | (1.13 | ) |
Portfolio turnover | | | 45 | | | | 35 | | | | 48 | | | | 62 | | | | 90 | |
Net assets at end of period (000 omitted) | | | $106,002 | | | | $81,693 | | | | $58,379 | | | | $32,010 | | | | $14,681 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale dividend and interest expense (f) | | | 1.14 | | | | 1.16 | | | | 1.20 | | | | 1.25 | | | | 1.25 | |
(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
13
MFS Technology Portfolio
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, economic, political and regulatory conditions and developments.
In January 2016, FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) which would first be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein. ASU 2016-01, which changes the accounting for equity investments and for certain financial liabilities, also modifies the presentation and disclosure requirements for financial instruments. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under ASC 946. Although still evaluating the potential impacts of ASU 2016-01 to the fund, management expects that the impact of the fund’s adoption will be limited to additional financial statement disclosures.
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 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. Equity securities held short, for which there were no sales reported for 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. 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 bid quotation. Values obtained from 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
14
MFS Technology 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 halting 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 on a frequent basis 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, 2015 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Investments at Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $118,140,839 | | | | $— | | | | $— | | | | $118,140,839 | |
Mutual Funds | | | 5,260,962 | | | | — | | | | — | | | | 5,260,962 | |
Total Investments | | | $123,401,801 | | | | $— | | | | $— | | | | $123,401,801 | |
Short Sales | | | $(585,650 | ) | | | $— | | | | $— | | | | $(585,650 | ) |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 1 investments presented above, equity investments amounting to $579,543 would have been considered level 2 investments at the beginning of the period. The primary reason for changes in the classifications between levels 1 and 2 occurs when foreign equity securities are fair valued using other observable market-based inputs in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment is principally traded. The fund’s foreign equity securities may often be valued at fair value. The fund’s policy is to recognize transfers between the levels as of the end of the period.
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 for different purposes, 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 were written options and purchased options. The fund’s period end derivatives, as presented in the Portfolio of Investments, generally are indicative of the volume of its derivative activity during the period.
15
MFS Technology Portfolio
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, 2015 as reported in the Statement of Assets and Liabilities:
| | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | |
Equity | | Purchased Equity Options | | | $14,620 | |
(a) | The value of purchased options outstanding is included in total investments, at value, 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, 2015 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Investments (Purchased Options) | | | Written Options | |
Equity | | | $(325,800 | ) | | | $358,373 | |
The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the year ended December 31, 2015 as reported in the Statement of Operations:
| | | | |
Risk | | Investments (Purchased Options) | |
Equity | | | $30,806 | |
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 certain 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 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 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. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). 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 agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated 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” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.
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
16
MFS Technology Portfolio
Notes to Financial Statements – continued
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.
The following table represents the written option activity in the fund during the year ended December 31, 2015:
| | | | | | | | |
| | Number of contracts | | | Premiums received | |
Outstanding, beginning of period | | | — | | | | $— | |
Options written | | | 17,658 | | | | 852,934 | |
Options closed | | | (2,342 | ) | | | (190,225 | ) |
Options exercised | | | (1,168 | ) | | | (65,291 | ) |
Options expired | | | (14,148 | ) | | | (597,418 | ) |
Outstanding, end of period | | | — | | | | $— | |
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 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.
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, 2015, this expense amounted to $18,223. 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 (“State Street”), 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. State Street provides the fund with indemnification against Borrower default. In the event of Borrower default, State Street 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, State Street assumes the fund’s rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, State Street 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. At period end, the fund had investment securities on loan, all of which were classified as equity securities in the fund’s Portfolio of Investments, with a fair value of $37,583. The fair value of the fund’s investment securities on
17
MFS Technology Portfolio
Notes to Financial Statements – continued
loan and a related liability of $38,502 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral received on securities loaned exceeded the value of securities on loan at period end. The liability for cash collateral for securities loaned is carried at fair value, which is categorized as level 2 within the fair value hierarchy. 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 included in “Interest” income 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.
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 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.
Fees Paid Indirectly – Prior to October 1, 2015, the fund’s custody fee could be reduced by a credit earned under an arrangement that measured the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended December 31, 2015, is shown as a reduction of total expenses 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. Distributions in excess of net investment income or net realized gains are temporary overdistributions for financial statement purposes resulting from differences in the recognition or classification of income or distributions for financial statement and tax purposes.
Book/tax differences primarily relate to net operating losses, 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:
| | | | | | | | |
| | 12/31/15 | | | 12/31/14 | |
Ordinary income (including any short-term capital gains) | | | $1,705,601 | | | | $676,574 | |
Long-term capital gains | | | 1,689,007 | | | | 1,069,763 | |
Total distributions | | | $3,394,608 | | | | $1,746,337 | |
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MFS Technology Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/15 | | | | |
Cost of investments | | | $91,731,428 | |
Gross appreciation | | | 32,757,792 | |
Gross depreciation | | | (1,087,419 | ) |
Net unrealized appreciation (depreciation) | | | $31,670,373 | |
Undistributed long-term capital gain | | | 3,658,930 | |
Other temporary differences | | | (569,936 | ) |
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:
| | | | | | | | |
| | From net realized gain on investments | |
| | Year ended 12/31/15 | | | Year ended 12/31/14 | |
Initial Class | | | $461,237 | | | | $294,351 | |
Service Class | | | 2,933,371 | | | | 1,451,986 | |
Total | | | $3,394,608 | | | | $1,746,337 | |
(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:
| | | | |
First $1 billion of average daily net assets | | | 0.75% | |
Average daily net assets 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, 2015, this management fee reduction amounted to $7,502, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2015 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 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, 2017. For the year ended December 31, 2015, 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, 2015, the fee was $7,206, which equated to 0.0067% annually of the fund’s average daily net assets. MFSC also receives payment from the fund for out-of-pocket expenses paid by MFSC on behalf of the fund. For the year ended December 31, 2015, these costs amounted to $133.
19
MFS Technology Portfolio
Notes to Financial Statements – continued
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, 2015 was equivalent to an annual effective rate of 0.0246% 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 for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended December 31, 2015, the fee paid by the fund under this agreement was $331 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.
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. Income earned on this investment is included in “Dividends from underlying affiliated funds” in the Statement of Operations. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2015, purchases and sales of investments, other than purchased option transactions, short sales, and short-term obligations, aggregated $59,599,223 and $46,814,097, 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 12/31/15 | | | Year ended 12/31/14 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 91,653 | | | | $1,099,490 | | | | 154,813 | | | | $1,726,896 | |
Service Class | | | 2,238,577 | | | | 26,068,727 | | | | 2,474,889 | | | | 26,327,905 | |
| | | 2,330,230 | | | | $27,168,217 | | | | 2,629,702 | | | | $28,054,801 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 42,946 | | | | $461,237 | | | | 26,095 | | | | $294,351 | |
Service Class | | | 284,242 | | | | 2,933,371 | | | | 133,454 | | | | 1,451,986 | |
| | | 327,188 | | | | $3,394,608 | | | | 159,549 | | | | $1,746,337 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (263,963 | ) | | | $(3,145,108 | ) | | | (239,877 | ) | | | $(2,642,049 | ) |
Service Class | | | (943,939 | ) | | | (10,922,529 | ) | | | (954,609 | ) | | | (10,090,402 | ) |
| | | (1,207,902 | ) | | | $(14,067,637 | ) | | | (1,194,486 | ) | | | $(12,732,451 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (129,364 | ) | | | $(1,584,381 | ) | | | (58,969 | ) | | | $(620,802 | ) |
Service Class | | | 1,578,880 | | | | 18,079,569 | | | | 1,653,734 | | | | 17,689,489 | |
| | | 1,449,516 | | | | $16,495,188 | | | | 1,594,765 | | | | $17,068,687 | |
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication 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 higher of the Overnight Federal Reserve funds rate or daily one month LIBOR 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 at the end of each calendar quarter. 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 a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the year ended December 31, 2015, the fund’s commitment fee and interest expense were $380 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
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MFS Technology Portfolio
Notes to Financial Statements – continued
(7) | | Transactions in Underlying Affiliated Funds – 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 fund assumes the following to be an affiliated issuer:
| | | | | | | | | | | | | | | | |
Underlying Affiliated Fund | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | 5,425,072 | | | | 29,976,073 | | | | (30,178,685 | ) | | | 5,222,460 | |
| | | | |
Underlying Affiliated Fund | | Realized Gain (Loss) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $— | | | | $— | | | | $4,206 | | | | $5,222,460 | |
21
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:
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of MFS Technology Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”) as of December 31, 2015, and 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, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2015, 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.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of MFS Technology Portfolio as of December 31, 2015, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 16, 2016
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MFS Technology Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2016, 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) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 52) | | Trustee | | February 2004 | | Massachusetts Financial Services Company, Chairman, Co-Chief Executive Officer and Director | | N/A |
| | | | |
Robin A. Stelmach (k) (age 54) | | Trustee and President | | January 2014 | | Massachusetts Financial Services Company, Executive Vice President and Chief Operating Officer | | N/A |
| | |
INDEPENDENT TRUSTEES | | | | |
David H. Gunning (age 73) | | Trustee and Chair of Trustees | | January 2004 | | Private investor | | Lincoln Electric Holdings, Inc., Director; Development Alternatives, Inc., Director/Non-Executive Chairman |
| | | | |
Steven E. Buller (age 64) | | Trustee | | February 2014 | | Chairman, Financial Accounting Standards Advisory Council; Standing Advisory Group, Public Company Accounting Oversight Board, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | |
Robert E. Butler (age 74) | | Trustee | | January 2006 | | Consultant – investment company industry regulatory and compliance matters | | N/A |
| | | | |
Maureen R. Goldfarb (age 60) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
William R. Gutow (age 74) | | Trustee | | December 1993 | | Private investor and real estate consultant; Capitol Entertainment Management Company (video franchise), Vice Chairman | | Texas Donuts, Vice Chairman (until 2010) |
| | | | |
Michael Hegarty (age 71) | | Trustee | | December 2004 | | Private investor | | Rouse Properties Inc., Director; Capmark Financial Group Inc., Director |
| | | | |
John P. Kavanaugh (age 61) | | Trustee | | January 2009 | | Private investor | | N/A |
| | | | |
Maryanne L. Roepke (age 59) | | Trustee | | May 2014 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | |
Laurie J. Thomsen (age 58) | | Trustee | | March 2005 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| | | | |
Robert W. Uek (age 74) | | Trustee | | January 2006 | | Consultant to investment company industry | | N/A |
| | | | |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 42) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Kino Clark (k) (age 47) | | Assistant Treasurer | | January 2012 | | Massachusetts Financial Services Company, Vice President | | N/A |
| | | | |
Kristin V. Collins (k) (age 42) | | Assistant Secretary and Assistant Clerk | | September 2015 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Thomas H. Connors (k) (age 56) | | Assistant Secretary and Assistant Clerk | | September 2012 | | Massachusetts Financial Services Company, Vice President and Senior Counsel; Deutsche Investment Management Americas Inc. (financial service provider), Director and Senior Counsel (until 2012) | | N/A |
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MFS Technology Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Principal Occupations During the Past Five Years | | Other Directorships (j) |
Ethan D. Corey (k) (age 52) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
David L. DiLorenzo (k) (age 47) | | Treasurer | | July 2005 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
| | | | |
Brian E. Langenfeld (k) (age 42) | | Assistant Secretary and Assistant Clerk | | June 2006 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kenneth Paek (k) (age 41) | | Assistant Treasurer | | February 2015 | | Massachusetts Financial Services Company, Vice President; Cohen & Steers, Vice President/Head of Fund Administration (until 2014) | | N/A |
| | | | |
Susan A. Pereira (k) (age 45) | | Assistant Secretary and Assistant Clerk | | July 2005 | | Massachusetts Financial Services Company, Vice President and Senior Counsel | | N/A |
| | | | |
Kasey L. Phillips (k) (age 45) | | Assistant Treasurer | | September 2012 | | Massachusetts Financial Services Company, Vice President; Wells Fargo Funds Management, LLC, Senior Vice President, Fund Treasurer (until 2012) | | N/A |
| | | | |
Mark N. Polebaum (k) (age 63) | | Secretary and Clerk | | January 2006 | | Massachusetts Financial Services Company, Executive Vice President, General Counsel and Secretary | | N/A |
| | | | |
Matthew A. Stowe (k) (age 41) | | Assistant Secretary and Assistant Clerk | | October 2014 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel | | N/A |
| | | | |
Frank L. Tarantino (age 71) | | Independent Senior Officer | | June 2004 | | Tarantino LLC (provider of compliance services), Principal | | N/A |
| | | | |
Richard S. Weitzel (k) (age 45) | | Assistant Secretary and Assistant Clerk | | October 2007 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel | | N/A |
| | | | |
Martin J. Wolin (k) (age 48) | | Chief Compliance Officer | | July 2015 | | Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015) | | N/A |
| | | | |
James O. Yost (k) (age 55) | | Deputy Treasurer | | September 1990 | | Massachusetts Financial Services Company, Senior Vice President | | N/A |
(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. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. Ms. Stelmach was appointed as President of the Funds as of October 1, 2014. |
(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 (except Ms. Stelmach, Mr. Buller and Ms. Roepke) 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. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Messrs. Buller, Butler, Kavanaugh, Uek and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Fund’s Trustees and officers holds comparable positions with certain other funds of which MFS or a subsidiary is the investment adviser or distributor, and, in the case of the officers, with certain affiliates of MFS. As of February 1, 2016, the Trustees served as board members of 137 funds within the MFS Family of Funds.
24
MFS Technology Portfolio
Trustees and Officers – continued
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 Matthew Sabel | | |
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MFS Technology Portfolio
BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT
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 over the course of three months beginning in May and ending in July, 2015 (“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 the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting 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 Lipper Inc., an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2014 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Lipper Inc. on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Lipper Inc. (the “Lipper expense group”), (iii) information provided by MFS on the advisory fees of comparable 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 Lipper Inc. 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 Lipper Inc. and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the performance of peer groups of funds 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 Lipper performance universe over the three-year period ended December 31, 2014, 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 three-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 1st quintile for the five-year period ended December 31, 2014 relative to the Lipper 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.
26
MFS Technology Portfolio
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 peer groups of funds based on information provided by Lipper Inc. 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 Lipper data (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 Lipper expense group median and the Fund’s total expense ratio was lower than the Lipper 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. 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 also considered benefits to MFS from the use of the Fund’s portfolio brokerage commissions, if applicable, to pay for investment research and various other factors. Additionally, the Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the Fund.
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, 2015.
27
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 the Proxy Voting section of mfs.com 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 without charge by visiting the Proxy Voting section of mfs.com or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:
Public Reference Room
Securities and Exchange Commission
100 F Street, NE, Room 1580
Washington, D.C. 20549
Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.
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 by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Variable Insurance Portfolios — VIT II” in the “Products” section of mfs.com.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $1,858,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 32.76% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
28
rev. 3/11
| | | | |
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. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., MFS Fund Distributors, Inc., MFS Heritage Trust Company, and MFS Service Center, Inc. |
| | |
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 and 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
The Registrant has adopted a Code of Ethics 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 its Code of Ethics (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 of Ethics is filed as an exhibit to this Form N-CSR.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Messrs. Robert E. Butler, John P. Kavanaugh and Robert W. Uek and Mses. Maryanne L. Roepke and Laurie J. Thomsen, 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. Butler, Kavanaugh and Uek and Mses. Roepke and Thomsen 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.
Effective January 1, 2016, Mr. Steven E. Buller became a member of the Audit Committee and has 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, Mr. Buller is an “independent” member 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). Effective January 1, 2016, Ms. Laurie J. Thomsen is no longer a member of the Audit Committee.
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 each series of the Registrant (each a “Fund” and collectively the “Funds”). The tables below set forth the audit fees billed to the Funds as well as fees for non-audit services provided to the Funds and/or to the Funds’ 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 Funds (“MFS Related Entities”).
For the fiscal years ended December 31, 2015 and 2014, audit fees billed to each Fund by Deloitte were as follows:
| | | | | | | | |
| | Audit Fees | |
| | 2015 | | | 2014 | |
Fees billed by Deloitte: | | | | | | | | |
MFS Blended Research Core Equity Portfolio | | | 42,794 | | | | 42,052 | |
MFS Core Equity Portfolio | | | 44,818 | | | | 43,944 | |
MFS Corporate Bond Portfolio | | | 62,599 | | | | 61,526 | |
MFS Emerging Markets Equity Portfolio | | | 45,103 | | | | 44,322 | |
MFS Global Governments Portfolio | | | 60,371 | | | | 59,237 | |
MFS Global Growth Portfolio | | | 55,106 | | | | 54,158 | |
MFS Global Research Portfolio | | | 43,664 | | | | 42,809 | |
MFS Global Tactical Allocation Portfolio | | | 60,408 | | | | 57,700 | |
MFS Government Securities Portfolio | | | 51,294 | | | | 50,410 | |
MFS High Yield Portfolio | | | 66,648 | | | | 65,409 | |
MFS International Growth Portfolio | | | 45,103 | | | | 44,322 | |
MFS International Value Portfolio | | | 45,971 | | | | 45,077 | |
MFS Massachusetts Investors Growth Stock Portfolio | | | 44,718 | | | | 43,944 | |
MFS Money Market Portfolio | | | 26,407 | | | | 25,939 | |
MFS New Discovery Portfolio+ | | | N/A | | | | 0 | |
MFS Research International Portfolio | | | 42,794 | | | | 42,052 | |
MFS Strategic Income Portfolio | | | 66,386 | | | | 65,151 | |
MFS Technology Portfolio | | | 42,894 | | | | 42,052 | |
MFS Utilities Portfolio+ | | | N/A | | | | 0 | |
MFS Value Portfolio+ | | | N/A | | | | 0 | |
| | | | | | | | |
Total | | | 847,078 | | | | 830,104 | |
For the fiscal years ended December 31, 2015 and 2014, 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 | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Fees billed by Deloitte: | | | | | | | | | | | | | | | | | | | | | | | | |
To MFS Blended Research Core Equity Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 93 | | | | 1,040 | |
To MFS Core Equity Portfolio | | | 2,400 | | | | 4,900 | | | | 4,810 | | | | 4,730 | | | | 32 | | | | 1,013 | |
To MFS Corporate Bond Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 57 | | | | 1,025 | |
To MFS Emerging Markets Equity Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 15 | | | | 1,007 | |
To MFS Global Governments Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 43 | | | | 1,019 | |
To MFS Global Growth Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 12 | | | | 1,005 | |
To MFS Global Research Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 25 | | | | 1,011 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
To MFS Global Tactical Allocation Portfolio | | | 2,400 | | | | 22,076 | | | | 4,810 | | | | 4,730 | | | | 10,184 | | | | 1,088 | |
To MFS Government Securities Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 160 | | | | 1,073 | |
To MFS High Yield Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 128 | | | | 1,049 | |
To MFS International Growth Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 40 | | | | 1,017 | |
To MFS International Value Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 226 | | | | 1,087 | |
To MFS Massachusetts Investors Growth Stock Portfolio | | | 2,400 | | | | 4,900 | | | | 4,810 | | | | 4,730 | | | | 114 | | | | 1,050 | |
To MFS Money Market Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 88 | | | | 1,040 | |
To MFS New Discovery Portfolio+ | | | N/A | | | | 3,700 | | | | N/A | | | | 7,200 | | | | 33 | | | | 1,014 | |
To MFS Research International Portfolio | | | 2,400 | | | | 4,900 | | | | 4,810 | | | | 4,730 | | | | 69 | | | | 1,030 | |
To MFS Strategic Income Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 14 | | | | 1,005 | |
To MFS Technology Portfolio | | | 2,400 | | | | 2,400 | | | | 4,810 | | | | 4,730 | | | | 16 | | | | 1,006 | |
To MFS Utilities Portfolio+ | | | N/A | | | | 3,700 | | | | N/A | | | | 7,329 | | | | 60 | | | | 1,026 | |
To MFS Value Portfolio+ | | | N/A | | | | 3,700 | | | | N/A | | | | 7,199 | | | | 65 | | | | 1,029 | |
Total fees billed by Deloitte To above Funds: | | | 40,800 | | | | 79,076 | | | | 81,770 | | | | 102,138 | | | | 11,474 | | | | 20,634 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Audit-Related Fees1 | | | Tax Fees2 | | | All Other Fees3 | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | | | 2015 | | | 2014 | |
Fees billed by Deloitte: | | | | | | | | | | | | | | | | | | | | | | | | |
To MFS and MFS Related Entities of MFS Blended Research Core Equity Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Core Equity Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Corporate Bond Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Emerging Markets Equity Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Global Governments Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Global Growth Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Global Research Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
To MFS and MFS Related Entities of MFS Global Tactical Allocation Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Government Securities Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS High Yield Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS International Growth Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS International Value Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Massachusetts Investors Growth Stock Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Money Market Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS New Discovery Portfolio*+ | | | N/A | | | | 1,686,271 | | | | N/A | | | | 0 | | | | N/A | | | | 0 | |
To MFS and MFS Related Entities of MFS Research International Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Strategic Income Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Technology Portfolio* | | | 186,019 | | | | 1,686,271 | | | | 0 | | | | 0 | | | | 5,000 | | | | 0 | |
To MFS and MFS Related Entities of MFS Utilities Portfolio*+ | | | N/A | | | | 1,686,271 | | | | N/A | | | | 0 | | | | N/A | | | | 0 | |
To MFS and MFS Related Entities of MFS Value Portfolio*+ | | | N/A | �� | | | 1,686,271 | | | | N/A | | | | 0 | | | | N/A | | | | 0 | |
| | | | | | | | |
| | Aggregate fees for non-audit services: | |
| | 2015 | | | 2014 | |
Fees billed by Deloitte: | | | | | | | | |
To MFS Blended Research Core Equity Portfolio, MFS and MFS Related Entities# | | | 198,322 | | | | 1,697,779 | |
To MFS Core Equity Portfolio, MFS and MFS Related Entities# | | | 198,261 | | | | 1,700,252 | |
To MFS Corporate Bond Portfolio, MFS and MFS Related Entities# | | | 198,286 | | | | 1,697,764 | |
To MFS Emerging Markets Equity Portfolio, MFS and MFS Related Entities# | | | 198,244 | | | | 1,697,746 | |
| | | | | | | | |
To MFS Global Governments Portfolio, MFS and MFS Related Entities# | | | 198,272 | | | | 1,697,758 | |
To MFS Global Growth Portfolio MFS and MFS Related Entities# | | | 198,241 | | | | 1,697,744 | |
To MFS Global Research Portfolio, MFS and MFS Related Entities# | | | 198,254 | | | | 1,697,750 | |
To MFS Global Tactical Allocation Portfolio, MFS and MFS Related Entities# | | | 208,413 | | | | 1,717,503 | |
To MFS Government Securities Portfolio, MFS and MFS Related Entities# | | | 198,389 | | | | 1,697,812 | |
To MFS High Yield Portfolio, MFS and MFS Related Entities# | | | 198,357 | | | | 1,697,788 | |
To MFS International Growth Portfolio, MFS and MFS Related Entities# | | | 198,269 | | | | 1,697,756 | |
To MFS International Value Portfolio, MFS and MFS Related Entities# | | | 198,455 | | | | 1,697,826 | |
To MFS Massachusetts Investors Growth Stock Portfolio, MFS and MFS Related Entities# | | | 198,343 | | | | 1,700,289 | |
To MFS Money Market Portfolio, MFS and MFS Related Entities# | | | 198,317 | | | | 1,697,779 | |
To MFS New Discovery Portfolio, MFS and MFS Related Entities#+ | | | N/A | | | | 1,701,523 | |
To MFS Research International Portfolio, MFS and MFS Related Entities# | | | 198,298 | | | | 1,700,269 | |
To MFS Strategic Income Portfolio, MFS and MFS Related Entities# | | | 198,243 | | | | 1,697,744 | |
To MFS Technology Portfolio, MFS and MFS Related Entities# | | | 198,245 | | | | 1,697,745 | |
To MFS Utilities Portfolio, MFS and MFS Related Entities#+ | | | N/A | | | | 1,701,664 | |
To MFS Value Portfolio, MFS and MFS Related Entities#+ | | | N/A | | | | 1,701,537 | |
+ | The MFS Value Portfolio, MFS New Discovery Portfolio, and MFS Utilities Portfolio were reorganized into the MFS Value Series, MFS New Discovery Series, and MFS Utilities Series, respectively, each a series of MFS Variable Insurance Trust, as of August 8, 2014. |
* | 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 Funds (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 Funds 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,” including fees for services related to review of internal controls and review of Rule 38a-1 compliance program. |
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 Funds 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 in each period between 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 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.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable to the Registrant.
ITEM 6. | SCHEDULE OF INVESTMENTS |
A schedule of investments of the Registrant is included as part of the report to shareholders of such series under Item 1 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 second fiscal quarter of 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. |
(a) | File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated. |
| (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: Code of Ethics attached hereto. |
| (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. |
(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. |
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.
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
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By (Signature and Title)* | | ROBIN A. STELMACH |
| | Robin A. Stelmach, President |
Date: February 16, 2016
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.
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By (Signature and Title)* | | ROBIN A. STELMACH |
| | Robin A. Stelmach, President (Principal Executive Officer) |
Date: February 16, 2016
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By (Signature and Title)* | | DAVID L. DILORENZO |
| | David L. DiLorenzo, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: February 16, 2016
* | Print name and title of each signing officer under his or her signature. |