UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03732
MFS VARIABLE INSURANCE TRUST II
(Exact name of registrant as specified in charter)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)
Christopher R. Bohane
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agents for service)
Registrant’s telephone number, including area code: (617) 954-5000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2017
ITEM 1. | REPORTS TO STOCKHOLDERS. |
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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MFS Blended Research Core Equity Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Facebook, Inc., “A” | | | 3.1% | |
Johnson & Johnson | | | 2.8% | |
Apple, Inc. | | | 2.8% | |
JPMorgan Chase & Co. | | | 2.6% | |
Cisco Systems, Inc. | | | 2.3% | |
Citigroup, Inc. | | | 2.2% | |
Intel Corp. | | | 2.1% | |
Comcast Corp., “A” | | | 2.0% | |
Bank of America Corp. | | | 1.9% | |
Procter & Gamble Co. | | | 1.9% | |
| | | | |
Equity sectors | | | | |
Technology | | | 17.9% | |
Financial Services | | | 16.9% | |
Health Care | | | 14.2% | |
Industrial Goods & Services | | | 7.2% | |
Consumer Staples | | | 7.0% | |
Leisure | | | 6.8% | |
Retailing | | | 6.5% | |
Energy | | | 5.8% | |
Utilities & Communications | | | 5.7% | |
Special Products & Services | | | 4.9% | |
Basic Materials | | | 2.9% | |
Transportation | | | 2.2% | |
Autos & Housing | | | 1.5% | |
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 December 31, 2017.
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, 2017, Initial Class shares of the MFS Blended Research Core Equity Portfolio (“fund”) provided a total return of 20.76%, while Service Class shares of the fund provided a total return of 20.47%. These compare with a return of 21.83% over the same period for the fund’s benchmark, the Standard & Poor’s 500 Stock Index (“S&P 500 Index”).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Detractors from Performance
Stock selection within both the health care and financial services sectors was a primary factor that detracted from performance relative to the S&P 500 Index. Within the health care sector, the fund’s overweight position in biopharmaceutical company Celgene, and not holding shares of strong-performing pharmaceutical company Abbvie, held back relative performance. The stock price for Celgene declined during the reporting period as sales of the company’s psoriasis product, Otezla, were lower than consensus estimates, due to reimbursement challenges. Management also adjusted total revenue guidance to the lower end of prior guidance figures and adjusted 2020 guidance downward due to weakness in the company’s Inflammation and Immunology segment. Within the financial services sector, the fund’s holdings of real estate services provider Realogy (b)(h) hampered relative performance after the company reported weaker-than-expected earnings. Impact from hurricanes, disappointing execution on agent recruitment strategy costs and higher-than-expected commission splits drove the softer-than-expected results.
Elsewhere, overweight positions in oil and gas exploration & production company Anadarko Petroleum (h), automotive replacement parts distributor AutoZone (h), oilseeds, corn, and wheat processor Archer-Daniels-Midland, airline holding company United Continental (h) and online travel company Priceline Group weakened relative returns. Anadarko Petroleum returns lagged the benchmark as the company delivered lower-than-expected earnings per share. The miss was primarily driven by higher exploration costs and a write-off of the company’s Colombia gas discovery. The timing of the fund’s ownership in shares of telecommunications services provider Verizon Communications (h), and an underweight position in technology giant Apple, further held back relative performance. Shares of Apple advanced during the reporting period on the back of strong earnings results and well-anticipated new product launches that included the iPhone 8, iPhone 8 Plus and iPhone X.
Contributors to Performance
Stock selection in the retailing, autos & housing and industrial goods & services sectors contributed to relative performance. Within the retailing sector, the fund’s overweight position in multinational retailer Best Buy benefited relative performance. Shares of Best Buy advanced in the latter half of the reporting period as the company delivered solid results, despite headwinds from natural
3
MFS Blended Research Core Equity Portfolio
Management Review – continued
disasters and a later-than-expected launch of the new iPhone. Within the autos & housing sector, the fund’s holdings of residential and commercial building materials manufacturer Owens Corning (b) supported relative results. Despite having reported disappointing earnings due to one-time items, shares of Owens Corning appreciated as revenues came in ahead of estimates. Additionally, the company reiterated strong guidance figures on the basis of stronger-than-expected volume growth in roofing shingles. Within the industrial goods & service sector, the fund’s underweight position in shares of poor-performing diversified industrial conglomerate General Electric (h) benefited relative returns. Shares of General Electric declined after its new management team significantly reduced its expectations for earnings and cash flow, and cut its dividend in half. Weakness in the company’s Power and Oil & Gas divisions also weighed on the firm’s operating results. The fund’s overweight position in equipment rental company United Rentals also positively impacted relative performance.
Elsewhere, overweight holdings of fuel transportation, storage and processing firm Phillips 66 and video game maker Electronic Arts boosted relative results. The fund’s underweight positions in poor-performing integrated oil and gas company Exxon Mobil, telecommunication services provider AT&T (h) and pharmaceutical company Merck (h) aided relative returns. The fund’s holdings of pizza delivery company Domino’s Pizza (b)(h) also helped relative performance.
Respectfully,
Portfolio Manager(s)
Jim Fallon, Matt Krummell, Jonathan Sage, and Jed Stocks
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the fund at period end. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Blended Research Core Equity Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/14/86 | | 20.76% | | 15.25% | | 8.54% | | |
| | Service Class | | 8/24/01 | | 20.47% | | 14.96% | | 8.27% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Standard & Poor’s 500 Stock Index (f) | | 21.83% | | 15.79% | | 8.50% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
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.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.45% | | | | $1,000.00 | | | | $1,111.54 | | | | $2.40 | |
| Hypothetical (h) | | | 0.45% | | | | $1,000.00 | | | | $1,022.94 | | | | $2.29 | |
Service Class | | Actual | | | 0.70% | | | | $1,000.00 | | | | $1,110.14 | | | | $3.72 | |
| Hypothetical (h) | | | 0.70% | | | | $1,000.00 | | | | $1,021.68 | | | | $3.57 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Blended Research Core Equity Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.5% | | | | | | | | |
Aerospace – 4.5% | | | | | | | | |
Boeing Co. | | | 30,669 | | | $ | 9,044,595 | |
Northrop Grumman Corp. | | | 8,519 | | | | 2,614,566 | |
Textron, Inc. | | | 42,269 | | | | 2,392,003 | |
United Technologies Corp. | | | 65,803 | | | | 8,394,488 | |
| | | | | | | | |
| | | | | | $ | 22,445,652 | |
| | | | | | | | |
Automotive – 0.5% | | | | | | | | |
General Motors Co. | | | 65,202 | | | $ | 2,672,630 | |
| | | | | | | | |
Biotechnology – 2.4% | | | | | | | | |
Biogen, Inc. (a) | | | 22,185 | | | $ | 7,067,475 | |
Celgene Corp. (a) | | | 49,046 | | | | 5,118,441 | |
| | | | | | | | |
| | | | | | $ | 12,185,916 | |
| | | | | | | | |
Business Services – 3.5% | | | | | | | | |
DXC Technology Co. | | | 79,444 | | | $ | 7,539,235 | |
FleetCor Technologies, Inc. (a) | | | 33,248 | | | | 6,397,913 | |
Global Payments, Inc. | | | 36,545 | | | | 3,663,271 | |
| | | | | | | | |
| | | | | | $ | 17,600,419 | |
| | | | | | | | |
Cable TV – 2.0% | | | | | | | | |
Comcast Corp., “A” | | | 245,350 | | | $ | 9,826,268 | |
| | | | | | | | |
Chemicals – 1.7% | | | | | | | | |
CF Industries Holdings, Inc. | | | 119,870 | | | $ | 5,099,270 | |
Monsanto Co. | | | 30,443 | | | | 3,555,133 | |
| | | | | | | | |
| | | | | | $ | 8,654,403 | |
| | | | | | | | |
Computer Software – 2.9% | | | | | | | | |
Microsoft Corp. | | | 106,120 | | | $ | 9,077,505 | |
Oracle Corp. | | | 116,637 | | | | 5,514,597 | |
| | | | | | | | |
| | | | | | $ | 14,592,102 | |
| | | | | | | | |
Computer Software – Systems – 4.0% | | | | | |
Apple, Inc. | | | 84,222 | | | $ | 14,252,889 | |
Hewlett Packard Enterprise | | | 272,503 | | | | 3,913,143 | |
International Business Machines Corp. | | | 11,214 | | | | 1,720,452 | |
| | | | | | | | |
| | | | | | $ | 19,886,484 | |
| | | | | | | | |
Construction – 1.0% | | | | | | | | |
Owens Corning | | | 52,930 | | | $ | 4,866,384 | |
| | | | | | | | |
Consumer Products – 1.9% | | | | | |
Procter & Gamble Co. | | | 103,760 | | | $ | 9,533,469 | |
| | | | | | | | |
Consumer Services – 1.4% | | | | | |
Priceline Group, Inc. (a) | | | 4,162 | | | $ | 7,232,474 | |
| | | | | | | | |
Containers – 0.1% | | | | | | | | |
Sealed Air Corp. | | | 12,336 | | | $ | 608,165 | |
| | | | | | | | |
Electronics – 3.0% | | | | | | | | |
Broadcom Corp. | | | 18,670 | | | $ | 4,796,323 | |
Intel Corp. | | | 227,075 | | | | 10,481,782 | |
| | | | | | | | |
| | | | | | $ | 15,278,105 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Energy – Independent – 3.9% | | | | | |
EOG Resources, Inc. | | | 65,850 | | | $ | 7,105,873 | |
Phillips 66 | | | 83,721 | | | | 8,468,379 | |
Valero Energy Corp. | | | 45,648 | | | | 4,195,508 | |
| | | | | | | | |
| | | | | | $ | 19,769,760 | |
| | | | | | | | |
Energy – Integrated – 0.8% | | | | | | | | |
Exxon Mobil Corp. | | | 47,774 | | | $ | 3,995,817 | |
| | | | | | | | |
Food & Beverages – 3.0% | | | | | | | | |
Archer Daniels Midland Co. | | | 128,541 | | | $ | 5,151,923 | |
PepsiCo, Inc. | | | 13,458 | | | | 1,613,884 | |
Tyson Foods, Inc., “A” | | | 104,002 | | | | 8,431,442 | |
| | | | | | | | |
| | | | | | $ | 15,197,249 | |
| | | | | | | | |
Gaming & Lodging – 1.6% | | | | | | | | |
Carnival Corp. | | | 40,487 | | | $ | 2,687,122 | |
Royal Caribbean Cruises Ltd. | | | 45,111 | | | | 5,380,840 | |
| | | | | | | | |
| | | | | | $ | 8,067,962 | |
| | | | | | | | |
General Merchandise – 2.2% | | | | | | | | |
Costco Wholesale Corp. | | | 33,463 | | | $ | 6,228,133 | |
Wal-Mart Stores, Inc. | | | 48,205 | | | | 4,760,244 | |
| | | | | | | | |
| | | | | | $ | 10,988,377 | |
| | | | | | | | |
Health Maintenance Organizations – 2.2% | | | | | |
Cigna Corp. | | | 15,583 | | | $ | 3,164,752 | |
Humana Inc. | | | 22,702 | | | | 5,631,685 | |
UnitedHealth Group, Inc. | | | 9,765 | | | | 2,152,792 | |
| | | | | | | | |
| | | | | | $ | 10,949,229 | |
| | | | | | | | |
Insurance – 5.3% | | | | | | | | |
Allstate Corp. | | | 23,932 | | | $ | 2,505,920 | |
Berkshire Hathaway, Inc., “B” (a) | | | 15,544 | | | | 3,081,132 | |
Chubb Ltd. | | | 15,458 | | | | 2,258,877 | |
Hartford Financial Services Group, Inc. | | | 81,960 | | | | 4,612,709 | |
MetLife, Inc. | | | 138,885 | | | | 7,022,026 | |
Prudential Financial, Inc. | | | 63,340 | | | | 7,282,833 | |
| | | | | | | | |
| | | | | | $ | 26,763,497 | |
| | | | | | | | |
Internet – 5.7% | | | | | | | | |
Alphabet, Inc., “A” (a) | | | 8,636 | | | $ | 9,097,162 | |
Alphabet, Inc., “C” (a) | | | 3,990 | | | | 4,175,136 | |
Facebook, Inc., “A” (a) | | | 87,177 | | | | 15,383,254 | |
| | | | | | | | |
| | | | | | $ | 28,655,552 | |
| | | | | | | | |
Leisure & Toys – 2.7% | | | | | | | | |
Electronic Arts, Inc. (a) | | | 66,101 | | | $ | 6,944,571 | |
Take-Two Interactive Software, Inc. (a) | | | 58,910 | | | | 6,467,140 | |
| | | | | | | | |
| | | | | | $ | 13,411,711 | |
| | | | | | | | |
Machinery & Tools – 2.8% | | | | | |
Eaton Corp. PLC | | | 92,815 | | | $ | 7,333,313 | |
Ingersoll-Rand Co. Ltd., “A” | | | 21,333 | | | | 1,902,691 | |
United Rentals, Inc. (a) | | | 26,675 | | | | 4,585,699 | |
| | | | | | | | |
| | | | | | $ | 13,821,703 | |
| | | | | | | | |
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MFS Blended Research Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Major Banks – 5.5% | | | | | | | | |
Bank of America Corp. | | | 326,538 | | | $ | 9,639,402 | |
JPMorgan Chase & Co. | | | 123,119 | | | | 13,166,346 | |
Wells Fargo & Co. | | | 79,259 | | | | 4,808,643 | |
| | | | | | | | |
| | | | | | $ | 27,614,391 | |
| | | | | | | | |
Medical & Health Technology & Services – 2.0% | | | | | |
Express Scripts Holding Co. (a) | | | 29,556 | | | $ | 2,206,060 | |
McKesson Corp. | | | 48,637 | | | | 7,584,940 | |
| | | | | | | | |
| | | | | | $ | 9,791,000 | |
| | | | | | | | |
Medical Equipment – 2.2% | | | | | | | | |
Abbott Laboratories | | | 42,677 | | | $ | 2,435,576 | |
Medtronic PLC | | | 91,841 | | | | 7,416,161 | |
Zimmer Biomet Holdings, Inc. | | | 9,048 | | | | 1,091,822 | |
| | | | | | | | |
| | | | | | $ | 10,943,559 | |
| | | | | | | | |
Network & Telecom – 2.3% | | | | | | | | |
Cisco Systems, Inc. | | | 305,368 | | | $ | 11,695,594 | |
| | | | | | | | |
Oil Services – 1.0% | | | | | | | | |
Schlumberger Ltd. | | | 77,755 | | | $ | 5,239,909 | |
| | | | | | | | |
Other Banks & Diversified Financials – 4.6% | | | | | |
Citigroup, Inc. | | | 151,500 | | | $ | 11,273,115 | |
Discover Financial Services | | | 104,383 | | | | 8,029,140 | |
Synchrony Financial | | | 103,611 | | | | 4,000,421 | |
| | | | | | | | |
| | | | | | $ | 23,302,676 | |
| | | | | | | | |
Pharmaceuticals – 5.5% | | | | | | | | |
Bristol-Myers Squibb Co. | | | 38,973 | | | $ | 2,388,266 | |
Eli Lilly & Co. | | | 89,253 | | | | 7,538,308 | |
Johnson & Johnson | | | 102,439 | | | | 14,312,777 | |
Pfizer, Inc. | | | 91,808 | | | | 3,325,286 | |
| | | | | | | | |
| | | | | | $ | 27,564,637 | |
| | | | | | | | |
Railroad & Shipping – 2.2% | | | | | | | | |
Kansas City Southern Co. | | | 14,366 | | | $ | 1,511,591 | |
Union Pacific Corp. | | | 70,172 | | | | 9,410,065 | |
| | | | | | | | |
| | | | | | $ | 10,921,656 | |
| | | | | | | | |
Real Estate – 1.4% | | | | | | | | |
Annaly Mortgage Management, Inc., REIT | | | 377,809 | | | $ | 4,492,149 | |
Mid-America Apartment Communities, Inc., REIT | | | 26,256 | | | | 2,640,303 | |
| | | | | | | | |
| | | | | | $ | 7,132,452 | |
| | | | | | | | |
Restaurants – 0.6% | | | | | | | | |
Aramark | | | 46,920 | | | $ | 2,005,361 | |
Starbucks Corp. | | | 13,511 | | | | 775,937 | |
| | | | | | | | |
| | | | | | $ | 2,781,298 | |
| | | | | | | | |
Specialty Chemicals – 1.0% | | | | | | | | |
Air Products & Chemicals, Inc. | | | 12,954 | | | $ | 2,125,492 | |
Univar, Inc. (a) | | | 98,159 | | | | 3,039,003 | |
| | | | | | | | |
| | | | | | $ | 5,164,495 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Specialty Stores – 4.3% | | | | | | | | |
Amazon.com, Inc. (a) | | | 6,318 | | | $ | 7,388,711 | |
Best Buy Co., Inc. | | | 104,862 | | | | 7,179,901 | |
Home Depot, Inc. | | | 12,786 | | | | 2,423,331 | |
Ross Stores, Inc. | | | 55,799 | | | | 4,477,870 | |
| | | | | | | | |
| | | | | | $ | 21,469,813 | |
| | | | | | | | |
Telecommunications – Wireless – 2.2% | | | | | |
SBA Communications Corp., REIT (a) | | | 43,575 | | | $ | 7,118,412 | |
T-Mobile U.S., Inc. (a) | | | 65,562 | | | | 4,163,843 | |
| | | | | | | | |
| | | | | | $ | 11,282,255 | |
| | | | | | | | |
Tobacco – 2.1% | | | | | | | | |
Altria Group, Inc. | | | 37,294 | | | $ | 2,663,164 | |
Philip Morris International, Inc. | | | 74,281 | | | | 7,847,788 | |
| | | | | | | | |
| | | | | | $ | 10,510,952 | |
| | | | | | | | |
Utilities – Electric Power – 3.5% | | | | | |
AES Corp. | | | 163,817 | | | $ | 1,774,138 | |
Exelon Corp. | | | 185,861 | | | | 7,324,782 | |
NextEra Energy, Inc. | | | 46,150 | | | | 7,208,169 | |
PPL Corp. | | | 33,594 | | | | 1,039,734 | |
| | | | | | | | |
| | | | | | $ | 17,346,823 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $373,435,860) | | | $ | 499,764,838 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 0.5% | | | | | |
Money Market Funds – 0.5% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $2,531,431) | | | 2,531,684 | | | $ | 2,531,431 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.0% | | | | | | | 191,019 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 502,487,288 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $2,531,431 and $499,764,838, respectively. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $373,435,860) | | | $499,764,838 | |
Investments in affiliated issuers, at value (identified cost, $2,531,431) | | | 2,531,431 | |
Cash | | | 9,729 | |
Receivables for | | | | |
Fund shares sold | | | 57,315 | |
Dividends | | | 477,122 | |
Other assets | | | 3,155 | |
Total assets | | | $502,843,590 | |
Liabilities | | | | |
Payables for | | | | |
Fund shares reacquired | | | $257,002 | |
Payable to affiliates | | | | |
Investment adviser | | | 22,528 | |
Shareholder servicing costs | | | 166 | |
Distribution and/or service fees | | | 5,014 | |
Payable for independent Trustees’ compensation | | | 50 | |
Accrued expenses and other liabilities | | | 71,542 | |
Total liabilities | | | $356,302 | |
Net assets | | | $502,487,288 | |
Net assets consist of | | | | |
Paid-in capital | | | $329,355,238 | |
Unrealized appreciation (depreciation) | | | 126,328,978 | |
Accumulated net realized gain (loss) | | | 40,642,073 | |
Undistributed net investment income | | | 6,160,999 | |
Net assets | | | $502,487,288 | |
Shares of beneficial interest outstanding | | | 9,293,887 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $320,383,927 | | | | 5,908,148 | | | | $54.23 | |
Service Class | | | 182,103,361 | | | | 3,385,739 | | | | 53.79 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $8,763,133 | |
Dividends from affiliated issuers | | | 25,169 | |
Total investment income | | | $8,788,302 | |
Expenses | | | | |
Management fee | | | $1,952,648 | |
Distribution and/or service fees | | | 437,818 | |
Shareholder servicing costs | | | 17,805 | |
Administrative services fee | | | 86,680 | |
Independent Trustees’ compensation | | | 9,311 | |
Custodian fee | | | 24,236 | |
Shareholder communications | | | 57,784 | |
Audit and tax fees | | | 51,550 | |
Legal fees | | | 6,639 | |
Miscellaneous | | | 21,429 | |
Total expenses | | | $2,665,900 | |
Reduction of expenses by investment adviser | | | (39,068 | ) |
Net expenses | | | $2,626,832 | |
Net investment income (loss) | | | $6,161,470 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $40,921,445 | |
Affiliated issuers | | | (300 | ) |
Net realized gain (loss) | | | $40,921,145 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $44,745,233 | |
Affiliated issuers | | | (6 | ) |
Net unrealized gain (loss) | | | $44,745,227 | |
Net realized and unrealized gain (loss) | | | $85,666,372 | |
Change in net assets from operations | | | $91,827,842 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $6,161,470 | | | | $6,831,564 | |
Net realized gain (loss) | | | 40,921,145 | | | | 10,062,579 | |
Net unrealized gain (loss) | | | 44,745,227 | | | | 20,818,767 | |
Change in net assets from operations | | | $91,827,842 | | | | $37,712,910 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(6,939,009 | ) | | | $(6,431,285 | ) |
From net realized gain | | | (10,294,078 | ) | | | (48,845,958 | ) |
Total distributions declared to shareholders | | | $(17,233,087 | ) | | | $(55,277,243 | ) |
Change in net assets from fund share transactions | | | $(48,097,121 | ) | | | $30,405,523 | |
Total change in net assets | | | $26,497,634 | | | | $12,841,190 | |
Net assets | | | | | | | | |
At beginning of period | | | 475,989,654 | | | | 463,148,464 | |
At end of period (including undistributed net investment income of $6,160,999 and $6,938,538, respectively) | | | $502,487,288 | | | | $475,989,654 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $46.62 | | | | $48.56 | | | | $53.50 | | | | $48.31 | | | | $36.15 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.68 | | | | $0.74 | (c) | | | $0.76 | | | | $0.77 | | | | $0.71 | |
Net realized and unrealized gain (loss) | | | 8.80 | | | | 3.24 | | | | (0.62 | ) | | | 5.28 | | | | 12.32 | |
Total from investment operations | | | $9.48 | | | | $3.98 | | | | $0.14 | | | | $6.05 | | | | $13.03 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.78 | ) | | | $(0.72 | ) | | | $(0.87 | ) | | | $(0.86 | ) | | | $(0.87 | ) |
From net realized gain | | | (1.09 | ) | | | (5.20 | ) | | | (4.21 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.87 | ) | | | $(5.92 | ) | | | $(5.08 | ) | | | $(0.86 | ) | | | $(0.87 | ) |
Net asset value, end of period (x) | | | $54.23 | | | | $46.62 | | | | $48.56 | | | | $53.50 | | | | $48.31 | |
Total return (%) (k)(r)(s)(x) | | | 20.76 | | | | 8.45 | (c) | | | 1.13 | | | | 12.57 | | | | 36.40 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.46 | | | | 0.49 | (c) | | | 0.60 | | | | 0.60 | | | | 0.60 | |
Expenses after expense reductions (f) | | | 0.45 | | | | 0.44 | (c) | | | 0.45 | | | | 0.45 | | | | 0.50 | |
Net investment income (loss) | | | 1.35 | | | | 1.56 | (c) | | | 1.45 | | | | 1.53 | | | | 1.68 | |
Portfolio turnover | | | 51 | | | | 49 | | | | 51 | | | | 41 | | | | 43 | |
Net assets at end of period (000 omitted) | | | $320,384 | | | | $306,368 | | | | $319,721 | | | | $361,501 | | | | $367,674 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $46.26 | | | | $48.26 | | | | $53.18 | | | | $48.02 | | | | $35.93 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.55 | | | | $0.61 | (c) | | | $0.62 | | | | $0.64 | | | | $0.60 | |
Net realized and unrealized gain (loss) | | | 8.73 | | | | 3.22 | | | | (0.61 | ) | | | 5.23 | | | | 12.24 | |
Total from investment operations | | | $9.28 | | | | $3.83 | | | | $0.01 | | | | $5.87 | | | | $12.84 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.66 | ) | | | $(0.63 | ) | | | $(0.72 | ) | | | $(0.71 | ) | | | $(0.75 | ) |
From net realized gain | | | (1.09 | ) | | | (5.20 | ) | | | (4.21 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.75 | ) | | | $(5.83 | ) | | | $(4.93 | ) | | | $(0.71 | ) | | | $(0.75 | ) |
Net asset value, end of period (x) | | | $53.79 | | | | $46.26 | | | | $48.26 | | | | $53.18 | | | | $48.02 | |
Total return (%) (k)(r)(s)(x) | | | 20.47 | | | | 8.17 | (c) | | | 0.87 | | | | 12.28 | | | | 36.05 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.71 | | | | 0.74 | (c) | | | 0.85 | | | | 0.85 | | | | 0.85 | |
Expenses after expense reductions (f) | | | 0.70 | | | | 0.69 | (c) | | | 0.70 | | | | 0.70 | | | | 0.75 | |
Net investment income (loss) | | | 1.10 | | | | 1.30 | (c) | | | 1.20 | | | | 1.28 | | | | 1.44 | |
Portfolio turnover | | | 51 | | | | 49 | | | | 51 | | | | 41 | | | | 43 | |
Net assets at end of period (000 omitted) | | | $182,103 | | | | $169,622 | | | | $143,427 | | | | $116,301 | | | | $134,107 | |
See Notes to Financial Statements
12
MFS Blended Research Core Equity Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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 October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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 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
14
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $499,764,838 | | | | $— | | | | $— | | | | $499,764,838 | |
Mutual Funds | | | 2,531,431 | | | | — | | | | — | | | | 2,531,431 | |
Total | | | $502,296,269 | | | | $— | | | | $— | | | | $502,296,269 | |
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. 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.
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:
| | | | | | | | |
| | Year ended | | | Year ended | |
| | 12/31/17 | | | 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $6,939,009 | | | | $6,431,285 | |
Long-term capital gains | | | 10,294,078 | | | | 48,845,958 | |
Total distributions | | | $17,233,087 | | | | $55,277,243 | |
15
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $376,347,778 | |
Gross appreciation | | | 127,839,012 | |
Gross depreciation | | | (1,890,521 | ) |
Net unrealized appreciation (depreciation) | | | $125,948,491 | |
Undistributed ordinary income | | | 6,506,052 | |
Undistributed long-term capital gain | | | 40,677,507 | |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $4,671,636 | | | | $4,331,384 | | | | $6,553,119 | | | | $31,449,575 | |
Service Class | | | 2,267,373 | | | | 2,099,901 | | | | 3,740,959 | | | | 17,396,383 | |
Total | | | $6,939,009 | | | | $6,431,285 | | | | $10,294,078 | | | | $48,845,958 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.40% | |
In excess of $1 billion and up to $2.5 billion | | | 0.375% | |
In excess of $2.5 billion | | | 0.35% | |
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, 2017, this management fee reduction amounted to $39,068, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.39% of the fund’s average daily net assets.
Distributor – MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, is the distributor of shares of the fund. The Trustees have adopted a distribution plan for the Service Class shares pursuant to Rule 12b-1 under the Investment Company Act of 1940.
The fund’s distribution plan provides that the fund will pay MFD distribution and/or service fees equal to 0.25% per annum of its average daily net assets attributable to Service Class shares as partial consideration for services performed and expenses incurred by MFD and financial intermediaries (including participating insurance companies that invest in the fund to fund variable annuity and variable life insurance contracts, sponsors of qualified retirement and pension plans that invest in the fund, and affiliates of these participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2017, the fee was $16,370, 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, 2017, these costs amounted to $1,435.
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, 2017 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
16
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
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, 2017, the fee paid by the fund under this agreement was $868 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in sale transactions pursuant to this policy, which amounted to $4,048,949. The sales transactions resulted in net realized gains (losses) of $984,583.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $248,121,443 and $306,195,422, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 84,685 | | | | $4,227,596 | | | | 197,629 | | | | $9,164,031 | |
Service Class | | | 167,159 | | | | 8,469,294 | | | | 777,422 | | | | 36,935,471 | |
| | | 251,844 | | | | $12,696,890 | | | | 975,051 | | | | $46,099,502 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 225,279 | | | | $11,063,474 | | | | 783,467 | | | | $35,780,959 | |
Service Class | | | 123,248 | | | | 6,008,332 | | | | 429,812 | | | | 19,496,284 | |
| | | 348,527 | | | | $17,071,806 | | | | 1,213,279 | | | | $55,277,243 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (973,435 | ) | | | $(49,201,989 | ) | | | (993,359 | ) | | | $(46,872,280 | ) |
Service Class | | | (571,295 | ) | | | (28,663,828 | ) | | | (512,413 | ) | | | (24,098,942 | ) |
| | | (1,544,730 | ) | | | $(77,865,817 | ) | | | (1,505,772 | ) | | | $(70,971,222 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (663,471 | ) | | | $(33,910,919 | ) | | | (12,263 | ) | | | $(1,927,290 | ) |
Service Class | | | (280,888 | ) | | | (14,186,202 | ) | | | 694,821 | | | | 32,332,813 | |
| | | (944,359 | ) | | | $(48,097,121 | ) | | | 682,558 | | | | $30,405,523 | |
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, 2017, the fund’s commitment fee and interest expense were $3,295 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
17
MFS Blended Research Core Equity Portfolio
Notes to Financial Statements – continued
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 676,957 | | | | 61,489,555 | | | | (59,634,828 | ) | | | 2,531,684 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(300) | | | $(6 | ) | | | $— | | | | $25,169 | | | | $2,531,431 | |
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Blended Research Core Equity Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Blended Research Core Equity Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
20
MFS Blended Research Core Equity Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
21
MFS Blended Research Core Equity Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Jim Fallon Matt Krummell Jonathan Sage Jed 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 4th quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2016 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 Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on the Fund’s average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees 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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $11,324,000 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. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
26
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
27
ANNUAL REPORT
December 31, 2017
MFS® CORPORATE
BOND PORTFOLIO
MFS® Variable Insurance Trust II
BDS-ANN
MFS® CORPORATE BOND PORTFOLIO
CONTENTS
The report is prepared for the general information of contract owners. It is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus.
NOT FDIC INSURED • MAY LOSE VALUE • NO BANK OR CREDIT UNION GUARANTEE • NOT A DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR NCUA/NCUSIF
MFS Corporate Bond Portfolio
LETTER FROM THE EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | 83.5% | |
High Yield Corporates | | | 9.5% | |
U.S. Treasury Securities | | | 1.8% | |
Mortgage-Backed Securities | | | 0.5% | |
Emerging Markets Bonds | | | 0.4% | |
Commercial Mortgage-Backed Securities | | | 0.1% | |
Asset-Backed Securities (o) | | | 0.0% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
AA | | | 1.3% | |
A | | | 24.2% | |
BBB | | | 58.4% | |
BB | | | 8.9% | |
B | | | 0.6% | |
C | | | 0.1% | |
D (o) | | | 0.0% | |
U.S. Government | | | 1.8% | |
Federal Agencies | | | 0.5% | |
Not Rated (o) | | | 0.0% | |
Cash & Cash Equivalents | | | 4.2% | |
| |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 7.2 | |
Average Effective Maturity (m) | | | 11.2 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. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies. |
(d) | | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
(m) | | In determining 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, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Corporate Bond Portfolio (“fund”) provided a total return of 6.39%, while Service Class shares of the fund provided a total return of 6.11%. These compare with a return of 6.18% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. Credit Bond Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Detractors from Performance
Relative to the Bloomberg Barclays U.S. Credit Bond Index, the fund’s allocation to cash and/or cash equivalents (which are not represented in the benchmark) held back performance. A combination of the fund’s lesser exposure to, and security selection within, the technology sector also weighed on relative returns. Additionally, a lesser exposure to the sovereign sector detracted from relative performance, as this sector outperformed the benchmark during the year. Security selection within the basic industry sector was another negative factor for relative returns.
Contributors to Performance
The fund’s underweight exposure to “AAA” and “AA” rated (r) securities, and overweight exposure to “BB” and “BBB” rated securities, contributed to relative returns, as lower-quality bonds outperformed the benchmark during the reporting period. Security selection within the banking and energy sectors, also boosted relative performance.
Respectfully,
Portfolio Manager(s)
Richard Hawkins, Alexander Mackey, and Robert Persons
(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 April 5, 2017, Alexander Mackey became a Portfolio Manager of the Fund.
3
MFS Corporate Bond Portfolio
Management Review – continued
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Corporate Bond Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | 6.39% | | 3.52% | | 6.00% | | |
| | Service Class | | 8/24/01 | | 6.11% | | 3.27% | | 5.74% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Bloomberg Barclays U.S. Credit Bond Index (f) | | 6.18% | | 3.24% | | 5.42% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
Bloomberg 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.
5
MFS Corporate Bond Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period, July 1, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.63% | | | | $1,000.00 | | | | $1,022.45 | | | | $3.21 | |
| Hypothetical (h) | | | 0.63% | | | | $1,000.00 | | | | $1,022.03 | | | | $3.21 | |
Service Class | | Actual | | | 0.88% | | | | $1,000.00 | | | | $1,021.06 | | | | $4.48 | |
| Hypothetical (h) | | | 0.88% | | | | $1,000.00 | | | | $1,020.77 | | | | $4.48 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Corporate Bond Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – 94.7% | | | | | | | | |
Aerospace – 1.9% | | | | | | | | |
Huntington Ingalls Industries, Inc., 3.483%, 12/01/2027 (n) | | $ | 630,000 | | | $ | 628,425 | |
Lockheed Martin Corp., 3.55%, 1/15/2026 | | | 964,000 | | | | 1,000,744 | |
Northrop Grumman Corp., 2.55%, 10/15/2022 | | | 1,737,000 | | | | 1,724,387 | |
Northrop Grumman Corp., 2.93%, 1/15/2025 | | | 1,488,000 | | | | 1,478,803 | |
| | | | | | | | |
| | | | | | $ | 4,832,359 | |
| | | | | | | | |
Apparel Manufacturers – 0.6% | | | | | | | | |
Coach, Inc., 4.125%, 7/15/2027 | | $ | 1,518,000 | | | $ | 1,529,114 | |
| | | | | | | | |
Asset-Backed & Securitized – 0.2% | | | | | | | | |
Bayview Financial Revolving Mortgage Loan Trust, FLR, 2.937% (U.S. LIBOR-1mo. + 1.6%), 12/28/2040 (z) | | $ | 184,351 | | | $ | 160,950 | |
Greenwich Capital Commercial Funding Corp., 5.789%, 7/10/2038 | | | 144,593 | | | | 145,460 | |
JPMorgan Chase Commercial Mortgage Securities Corp., 5.746%, 7/15/2042 (n)(q) | | | 200,529 | | | | 83,799 | |
Lehman Brothers Commercial Conduit Mortgage Trust, 0.958%, 2/18/2030 (i) | | | 33,679 | | | | 2 | |
Morgan Stanley Capital I, Inc., 1.061%, 11/15/2030 (i)(n) | | | 307,139 | | | | 22 | |
| | | | | | | | |
| | | | | | $ | 390,233 | |
| | | | | | | | |
Automotive – 2.4% | | | | | | | | |
General Motors Co., 5.15%, 4/01/2038 | | $ | 606,000 | | | $ | 645,637 | |
General Motors Co., 6.25%, 10/02/2043 | | | 1,257,000 | | | | 1,487,736 | |
General Motors Financial Co., Inc., 3.45%, 4/10/2022 | | | 1,222,000 | | | | 1,238,147 | |
General Motors Financial Co., Inc., 4.35%, 1/17/2027 | | | 472,000 | | | | 490,771 | |
Lear Corp., 3.8%, 9/15/2027 | | | 956,000 | | | | 956,538 | |
ZF North America Capital, Inc., 4.75%, 4/29/2025 (n) | | | 1,426,000 | | | | 1,509,778 | |
| | | | | | | | |
| | | | | | $ | 6,328,607 | |
| | | | | | | | |
Broadcasting – 0.7% | | | | | | | | |
Time Warner, Inc., 3.8%, 2/15/2027 | | $ | 1,054,000 | | | $ | 1,052,708 | |
Time Warner, Inc., 5.35%, 12/15/2043 | | | 685,000 | | | | 754,855 | |
| | | | | | | | |
| | | | | | $ | 1,807,563 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.4% | | | | | |
E*TRADE Financial Corp., 2.95%, 8/24/2022 | | $ | 858,000 | | | $ | 850,645 | |
Intercontinental Exchange, Inc., 2.75%, 12/01/2020 | | | 652,000 | | | | 658,227 | |
Intercontinental Exchange, Inc., 3.75%, 12/01/2025 | | | 1,070,000 | | | | 1,122,761 | |
TD Ameritrade Holding Corp., 3.3%, 4/01/2027 | | | 1,080,000 | | | | 1,089,505 | |
| | | | | | | | |
| | | | | | $ | 3,721,138 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Building – 2.5% | | | | | | | | |
Martin Marietta Materials, Inc., 3.5%, 12/15/2027 | | $ | 747,000 | | | $ | 741,198 | |
Martin Marietta Materials, Inc., 4.25%, 7/02/2024 | | | 850,000 | | | | 893,908 | |
Martin Marietta Materials, Inc., 3.45%, 6/01/2027 | | | 504,000 | | | | 496,662 | |
Masco Corp., 4.45%, 4/01/2025 | | | 560,000 | | | | 593,768 | |
Masco Corp., 4.375%, 4/01/2026 | | | 476,000 | | | | 502,418 | |
Mohawk Industries, Inc., 3.85%, 2/01/2023 | | | 999,000 | | | | 1,036,953 | |
Owens Corning, 4.2%, 12/15/2022 | | | 460,000 | | | | 482,271 | |
Standard Industries, Inc., 4.75%, 1/15/2028 (z) | | | 1,801,000 | | | | 1,805,160 | |
| | | | | | | | |
| | | | | | $ | 6,552,338 | |
| | | | | | | | |
Business Services – 1.8% | | | | | | | | |
Cisco Systems, Inc., 2.2%, 2/28/2021 | | $ | 1,428,000 | | | $ | 1,423,338 | |
Equinix, Inc., 5.75%, 1/01/2025 | | | 969,000 | | | | 1,028,351 | |
Fidelity National Information Services, Inc., 2%, 4/15/2018 | | | 135,000 | | | | 135,030 | |
Fidelity National Information Services, Inc., 3.5%, 4/15/2023 | | | 220,000 | | | | 224,867 | |
Fidelity National Information Services, Inc., 5%, 10/15/2025 | | | 216,000 | | | | 238,649 | |
MSCI, Inc., 5.75%, 8/15/2025 (n) | | | 1,464,000 | | | | 1,571,970 | |
| | | | | | | | |
| | | | | | $ | 4,622,205 | |
| | | | | | | | |
Cable TV – 4.1% | | | | | | | | |
Charter Communications Operating LLC, 5.375%, 5/01/2047 | | $ | 751,000 | | | $ | 769,405 | |
Charter Communications Operating LLC, 6.384%, 10/23/2035 | | | 886,000 | | | | 1,038,381 | |
Comcast Corp., 4.65%, 7/15/2042 | | | 628,000 | | | | 706,304 | |
Comcast Corp., 4.75%, 3/01/2044 | | | 720,000 | | | | 824,953 | |
Cox Communications, Inc., 3.5%, 8/15/2027 (n) | | | 803,000 | | | | 791,804 | |
Cox Communications, Inc., 4.6%, 8/15/2047 (n) | | | 332,000 | | | | 334,783 | |
NBCUniversal Enterprise, Inc., 1.974%, 4/15/2019 (n) | | | 578,000 | | | | 576,919 | |
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n) | | | 170,000 | | | | 177,013 | |
Sirius XM Radio, Inc., 5.375%, 7/15/2026 (n) | | | 353,000 | | | | 365,796 | |
Sirius XM Radio, Inc., 5%, 8/01/2027 (n) | | | 875,000 | | | | 877,188 | |
Time Warner Cable, Inc., 8.25%, 4/01/2019 | | | 850,000 | | | | 908,399 | |
Time Warner Cable, Inc., 5%, 2/01/2020 | | | 354,000 | | | | 369,417 | |
Time Warner Cable, Inc., 4.5%, 9/15/2042 | | | 955,000 | | | | 895,275 | |
Time Warner Entertainment Co. LP, 8.375%, 7/15/2033 | | | 266,000 | | | | 365,791 | |
Videotron Ltd., 5%, 7/15/2022 | | | 1,555,000 | | | | 1,636,638 | |
| | | | | | | | |
| | | | | | $ | 10,638,066 | |
| | | | | | | | |
7
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Chemicals – 1.1% | | | | | | | | |
Braskem Netherlands Finance B.V., 3.5%, 1/10/2023 (n) | | $ | 445,000 | | | $ | 436,990 | |
LyondellBasell Industries N.V., 5%, 4/15/2019 | | | 457,000 | | | | 469,184 | |
LyondellBasell Industries N.V., 6%, 11/15/2021 | | | 1,256,000 | | | | 1,395,028 | |
Sherwin-Williams Co., 4.5%, 6/01/2047 | | | 500,000 | | | | 546,165 | |
| | | | | | | | |
| | | | | | $ | 2,847,367 | |
| | | | | | | | |
Computer Software – 0.7% | | | | | | | | |
Oracle Corp., 3.4%, 7/08/2024 | | $ | 1,107,000 | | | $ | 1,147,636 | |
VeriSign, Inc., 4.625%, 5/01/2023 | | | 763,000 | | | | 783,029 | |
| | | | | | | | |
| | | | | | $ | 1,930,665 | |
| | | | | | | | |
Computer Software – Systems – 0.3% | | | | | |
Apple, Inc., 4.375%, 5/13/2045 | | $ | 383,000 | | | $ | 431,077 | |
Apple, Inc., 4.25%, 2/09/2047 | | | 319,000 | | | | 354,144 | |
| | | | | | | | |
| | | | | | $ | 785,221 | |
| | | | | | | | |
Conglomerates – 0.3% | | | | | | | | |
Parker-Hannifin Corp., 4.1%, 3/01/2047 | | $ | 676,000 | | | $ | 725,950 | |
| | | | | | | | |
Consumer Products – 1.0% | | | | | | | | |
Reckitt Benckiser Treasury Services PLC, 3%, 6/26/2027 (n) | | $ | 2,679,000 | | | $ | 2,615,610 | |
| | | | | | | | |
Consumer Services – 2.5% | | | | | | | | |
Priceline Group, Inc., 3.65%, 3/15/2025 | | $ | 769,000 | | | $ | 781,416 | |
Priceline Group, Inc., 3.6%, 6/01/2026 | | | 1,761,000 | | | | 1,768,086 | |
Service Corp. International, 5.375%, 1/15/2022 | | | 170,000 | | | | 174,038 | |
Service Corp. International, 5.375%, 5/15/2024 | | | 2,004,000 | | | | 2,111,715 | |
Visa, Inc., 4.15%, 12/14/2035 | | | 1,413,000 | | | | 1,567,692 | |
| | | | | | | | |
| | | | | | $ | 6,402,947 | |
| | | | | | | | |
Containers – 2.1% | | | | | | | | |
Ball Corp., 5%, 3/15/2022 | | $ | 682,000 | | | $ | 728,035 | |
Ball Corp., 4%, 11/15/2023 | | | 691,000 | | | | 704,820 | |
Ball Corp., 5.25%, 7/01/2025 | | | 1,030,000 | | | | 1,120,125 | |
Crown American LLC, 4.5%, 1/15/2023 | | | 1,539,000 | | | | 1,562,085 | |
Sealed Air Corp., 5.5%, 9/15/2025 (n) | | | 1,150,000 | | | | 1,253,500 | |
| | | | | | | | |
| | | | | | $ | 5,368,565 | |
| | | | | | | | |
Electrical Equipment – 0.9% | | | | | | | | |
Arrow Electronics, Inc., 3.5%, 4/01/2022 | | $ | 478,000 | | | $ | 484,347 | |
Arrow Electronics, Inc., 3.875%, 1/12/2028 | | | 1,979,000 | | | | 1,972,469 | |
| | | | | | | | |
| | | | | | $ | 2,456,816 | |
| | | | | | | | |
Electronics – 1.8% | | | | | | | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875%, 1/15/2027 (n) | | $ | 1,857,000 | | | $ | 1,826,867 | |
Flextronics International Ltd., 4.625%, 2/15/2020 | | | 2,018,000 | | | | 2,082,926 | |
NXP B.V./NXP Funding LLC, 4.125%, 6/15/2020 (n) | | | 309,000 | | | | 316,425 | |
Tyco Electronics Group S.A., 2.375%, 12/17/2018 | | | 229,000 | | | | 229,514 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Electronics – continued | | | | | | | | |
Tyco Electronics Group S.A., 3.5%, 2/03/2022 | | $ | 252,000 | | | $ | 258,873 | |
| | | | | | | | |
| | | | | | $ | 4,714,605 | |
| | | | | | | | |
Energy – Integrated – 0.5% | | | | | | | | |
Shell International Finance B.V., 3.75%, 9/12/2046 | | $ | 1,300,000 | | | $ | 1,324,598 | |
| | | | | | | | |
Financial Institutions – 1.3% | | | | | | | | |
AerCap Ireland Capital Co., 3.65%, 7/21/2027 | | $ | 1,426,000 | | | $ | 1,410,846 | |
AerCap Ireland Capital Ltd., 4.625%, 10/30/2020 | | | 227,000 | | | | 237,943 | |
International Lease Finance Corp., 7.125%, 9/01/2018 (n) | | | 570,000 | | | | 588,162 | |
International Lease Finance Corp., 5.875%, 8/15/2022 | | | 1,000,000 | | | | 1,107,729 | |
| | | | | | | | |
| | | | | | $ | 3,344,680 | |
| | | | | | | | |
Food & Beverages – 5.3% | | | | | | | | |
Anheuser-Busch InBev Worldwide, Inc., 3.75%, 1/15/2022 | | $ | 3,348,000 | | | $ | 3,498,866 | |
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023 | | | 2,492,000 | | | | 2,549,694 | |
Anheuser-Busch InBev Worldwide, Inc., 4.7%, 2/01/2036 | | | 1,977,000 | | | | 2,217,115 | |
Constellation Brands, Inc., 4.25%, 5/01/2023 | | | 1,605,000 | | | | 1,697,617 | |
Kraft Heinz Foods Co., 5%, 7/15/2035 | | | 415,000 | | | | 452,791 | |
Kraft Heinz Foods Co., 6.5%, 2/09/2040 | | | 1,459,000 | | | | 1,849,740 | |
Tyson Foods, Inc., 4.5%, 6/15/2022 | | | 598,000 | | | | 638,657 | |
Tyson Foods, Inc., 5.15%, 8/15/2044 | | | 368,000 | | | | 430,293 | |
Wm. Wrigley Jr. Co., 2.9%, 10/21/2019 (n) | | | 505,000 | | | | 509,641 | |
| | | | | | | | |
| | | | | | $ | 13,844,414 | |
| | | | | | | | |
Food & Drug Stores – 0.6% | | | | | | | | |
Walgreens Boots Alliance, Inc., 2.7%, 11/18/2019 | | $ | 1,433,000 | | | $ | 1,441,538 | |
| | | | | | | | |
Forest & Paper Products – 0.8% | | | | | | | | |
Georgia-Pacific LLC, 5.4%, 11/01/2020 (n) | | $ | 806,000 | | | $ | 869,223 | |
International Paper Co., 6%, 11/15/2041 | | | 860,000 | | | | 1,075,619 | |
Packaging Corp. of America, 3.9%, 6/15/2022 | | | 133,000 | | | | 138,515 | |
| | | | | | | | |
| | | | | | $ | 2,083,357 | |
| | | | | | | | |
Gaming & Lodging – 0.5% | | | | | | | | |
Wyndham Worldwide Corp., 2.5%, 3/01/2018 | | $ | 811,000 | | | $ | 811,256 | |
Wyndham Worldwide Corp., 5.1%, 10/01/2025 | | | 463,000 | | | | 485,149 | |
| | | | | | | | |
| | | | | | $ | 1,296,405 | |
| | | | | | | | |
Insurance – 1.1% | | | | | | | | |
American International Group, Inc., 4.7%, 7/10/2035 | | $ | 1,010,000 | | | $ | 1,116,299 | |
American International Group, Inc., 4.5%, 7/16/2044 | | | 917,000 | | | | 986,841 | |
8
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Insurance – continued | | | | | | | | |
Unum Group, 4%, 3/15/2024 | | $ | 637,000 | | | $ | 663,197 | |
| | | | | | | | |
| | | | | | $ | 2,766,337 | |
| | | | | | | | |
Insurance – Health – 0.9% | | | | | | | | |
Aetna, Inc., 2.8%, 6/15/2023 | | $ | 508,000 | | | $ | 499,887 | |
UnitedHealth Group, Inc., 4.625%, 7/15/2035 | | | 1,690,000 | | | | 1,966,781 | |
| | | | | | | | |
| | | | | | $ | 2,466,668 | |
| | | | | | | | |
Insurance – Property & Casualty – 3.4% | | | | | |
Berkshire Hathaway, Inc., 2.75%, 3/15/2023 | | $ | 828,000 | | | $ | 833,292 | |
Chubb Corp., FLR, 3.609% (LIBOR-3mo. + 2.25%), 3/29/2067 | | | 279,000 | | | | 276,908 | |
Chubb INA Holdings, Inc., 2.3%, 11/03/2020 | | | 343,000 | | | | 342,428 | |
CNA Financial Corp., 5.875%, 8/15/2020 | | | 1,570,000 | | | | 1,698,115 | |
Liberty Mutual Group, Inc., 4.85%, 8/01/2044 (n) | | | 951,000 | | | | 1,056,016 | |
Marsh & McLennan Cos., Inc., 2.55%, 10/15/2018 | | | 678,000 | | | | 680,456 | |
Marsh & McLennan Cos., Inc., 4.8%, 7/15/2021 | | | 900,000 | | | | 962,106 | |
Marsh & McLennan Cos., Inc., 3.5%, 6/03/2024 | | | 779,000 | | | | 804,724 | |
Marsh & McLennan Cos., Inc., 4.35%, 1/30/2047 | | | 471,000 | | | | 521,225 | |
Swiss Re Ltd., 4.25%, 12/06/2042 (n) | | | 468,000 | | | | 486,222 | |
XL Group Ltd., 5.75%, 10/01/2021 | | | 1,110,000 | | | | 1,218,142 | |
| | | | | | | | |
| | | | | | $ | 8,879,634 | |
| | | | | | | | |
Machinery & Tools – 0.3% | | | | | | | | |
CNH Industrial Capital LLC, 3.85%, 11/15/2027 | | $ | 905,000 | | | $ | 903,302 | |
| | | | | | | | |
Major Banks – 11.7% | | | | | | | | |
Bank of America Corp., 3.004% to 12/20/2022, FLR to 12/20/2023 (z) | | $ | 739,000 | | | $ | 740,793 | |
Bank of America Corp., 3.419% to 12/20/2027, FLR to 12/20/2028 (z) | | | 834,000 | | | | 833,922 | |
Bank of America Corp., 3.124% to 1/20/2022, FLR to 1/20/2023 | | | 1,232,000 | | | | 1,249,600 | |
Bank of America Corp., 4.125%, 1/22/2024 | | | 1,917,000 | | | | 2,038,434 | |
Bank of America Corp., 4.2%, 8/26/2024 | | | 1,434,000 | | | | 1,509,782 | |
Bank of America Corp., 6.1% to 3/17/2025, FLR to 12/29/2049 | | | 1,420,000 | | | | 1,558,450 | |
Goldman Sachs Group, Inc., 3.85%, 1/26/2027 | | | 1,090,000 | | | | 1,118,772 | |
HSBC Holdings PLC, 4.375%, 11/23/2026 | | | 941,000 | | | | 982,155 | |
HSBC Holdings PLC, 6% to 5/22/2027, FLR to 11/25/2065 | | | 1,171,000 | | | | 1,231,014 | |
JPMorgan Chase & Co., 3.964% to 11/15/2047, FLR to 11/15/2048 | | | 1,500,000 | | | | 1,547,271 | |
JPMorgan Chase & Co., 4.25%, 10/15/2020 | | | 442,000 | | | | 463,413 | |
JPMorgan Chase & Co., 4.5%, 1/24/2022 | | | 790,000 | | | | 845,245 | |
JPMorgan Chase & Co., 3.25%, 9/23/2022 | | | 2,397,000 | | | | 2,453,845 | |
JPMorgan Chase & Co., 3.125%, 1/23/2025 | | | 688,000 | | | | 691,639 | |
JPMorgan Chase & Co., 2.95%, 10/01/2026 | | | 1,192,000 | | | | 1,170,502 | |
JPMorgan Chase & Co., 6.75% to 2/01/2024, FLR to 1/29/2049 | | | 1,221,000 | | | | 1,382,783 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Major Banks – continued | | | | | | | | |
Morgan Stanley, 5.5%, 7/28/2021 | | $ | 1,245,000 | | | $ | 1,361,693 | |
Morgan Stanley, 3.125%, 7/27/2026 | | | 2,972,000 | | | | 2,930,569 | |
Morgan Stanley, 3.971% to 7/22/2037, FLR to 7/22/2038 | | | 665,000 | | | | 688,081 | |
PNC Bank N.A., 2.6%, 7/21/2020 | | | 1,158,000 | | | | 1,165,295 | |
UBS Group Funding (Switzerland) AG, 4.253%, 3/23/2028 (n) | | | 1,688,000 | | | | 1,778,127 | |
Wachovia Corp., 6.605%, 10/01/2025 | | | 1,270,000 | | | | 1,531,211 | |
Wells Fargo & Co., 4.1%, 6/03/2026 | | | 1,000,000 | | | | 1,048,347 | |
| | | | | | | | |
| | | | | | $ | 30,320,943 | |
| | | | | | | | |
Medical & Health Technology & Services – 4.4% | | | | | |
Becton, Dickinson and Co., 3.734%, 12/15/2024 | | $ | 161,000 | | | $ | 164,860 | |
Becton, Dickinson and Co., 4.685%, 12/15/2044 | | | 1,083,000 | | | | 1,183,227 | |
Becton, Dickinson and Co., 4.669%, 6/06/2047 | | | 1,655,000 | | | | 1,790,255 | |
HCA, Inc., 4.75%, 5/01/2023 | | | 910,000 | | | | 937,300 | |
HCA, Inc., 5.25%, 6/15/2026 | | | 963,000 | | | | 1,020,780 | |
Laboratory Corp. of America Holdings, 3.25%, 9/01/2024 | | | 917,000 | | | | 918,223 | |
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045 | | | 900,000 | | | | 972,737 | |
Life Technologies Corp., 6%, 3/01/2020 | | | 2,172,000 | | | | 2,324,527 | |
Thermo Fisher Scientific, Inc., 2.95%, 9/19/2026 | | | 555,000 | | | | 539,148 | |
Thermo Fisher Scientific, Inc., 4.1%, 8/15/2047 | | | 1,544,000 | | | | 1,589,101 | |
| | | | | | | | |
| | | | | | $ | 11,440,158 | |
| | | | | | | | |
Medical Equipment – 2.2% | | | | | | | | |
Abbott Laboratories, 2.9%, 11/30/2021 | | $ | 2,291,000 | | | $ | 2,317,267 | |
Abbott Laboratories, 4.75%, 11/30/2036 | | | 1,636,000 | | | | 1,836,922 | |
Medtronic, Inc., 3.5%, 3/15/2025 | | | 1,061,000 | | | | 1,100,368 | |
Medtronic, Inc., 4.375%, 3/15/2035 | | | 381,000 | | | | 429,211 | |
Teleflex, Inc., 4.625%, 11/15/2027 | | | 125,000 | | | | 126,069 | |
| | | | | | | | |
| | | | | | $ | 5,809,837 | |
| | | | | | | | |
Metals & Mining – 2.0% | | | | | | | | |
Barrick Gold Corp., 3.85%, 4/01/2022 | | $ | 297,000 | | | $ | 310,850 | |
Barrick North America Finance LLC, 4.4%, 5/30/2021 | | | 93,000 | | | | 98,432 | |
Glencore Funding LLC, 4.125%, 5/30/2023 (n) | | | 863,000 | | | | 892,774 | |
Glencore Funding LLC, 4%, 4/16/2025 (n) | | | 536,000 | | | | 541,383 | |
Glencore Funding LLC, 4%, 3/27/2027 (n) | | | 1,389,000 | | | | 1,394,196 | |
Glencore Funding LLC, 3.875%, 10/27/2027 (n) | | | 559,000 | | | | 551,599 | |
Kinross Gold Corp., 5.95%, 3/15/2024 | | | 667,000 | | | | 731,199 | |
Southern Copper Corp., 6.75%, 4/16/2040 | | | 415,000 | | | | 539,118 | |
Steel Dynamics, Inc., 4.125%, 9/15/2025 (n) | | | 29,000 | | | | 29,218 | |
| | | | | | | | |
| | | | | | $ | 5,088,769 | |
| | | | | | | | |
Midstream – 3.0% | | | | | | | | |
APT Pipelines Ltd., 5%, 3/23/2035 (n) | | $ | 1,375,000 | | | $ | 1,498,878 | |
Dominion Gas Holdings LLC, 2.8%, 11/15/2020 | | | 975,000 | | | | 982,416 | |
9
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Midstream – continued | | | | | | | | |
Kinder Morgan (Delaware), Inc., 7.75%, 1/15/2032 | | $ | 465,000 | | | $ | 600,275 | |
Kinder Morgan Energy Partners LP, 6.85%, 2/15/2020 | | | 370,000 | | | | 400,760 | |
Kinder Morgan Energy Partners LP, 7.4%, 3/15/2031 | | | 581,000 | | | | 719,875 | |
Sabine Pass Liquefaction LLC, 5.625%, 4/15/2023 | | | 1,467,000 | | | | 1,610,309 | |
Sabine Pass Liquefaction LLC, 5.625%, 3/01/2025 | | | 133,000 | | | | 146,669 | |
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026 | | | 289,000 | | | | 324,605 | |
Sabine Pass Liquefaction LLC, 5%, 3/15/2027 | | | 542,000 | | | | 581,456 | |
Sabine Pass Liquefaction LLC, 4.2%, 3/15/2028 | | | 1,021,000 | | | | 1,032,726 | |
| | | | | | | | |
| | | | | | $ | 7,897,969 | |
| | | | | | | | |
Mortgage-Backed – 0.5% | | | | | | | | |
Freddie Mac, 3.136%, 10/25/2024 | | $ | 807,000 | | | $ | 829,001 | |
Freddie Mac, 3.244%, 8/25/2027 | | | 69,000 | | | | 71,034 | |
Freddie Mac, 3.286%, 11/25/2050 | | | 397,000 | | | | 410,402 | |
| | | | | | | | |
| | | | | | $ | 1,310,437 | |
| | | | | | | | |
Natural Gas – Distribution – 1.8% | | | | | | | | |
NiSource Finance Corp., 3.85%, 2/15/2023 | | $ | 1,106,000 | | | $ | 1,146,784 | |
NiSource Finance Corp., 4.8%, 2/15/2044 | | | 761,000 | | | | 860,718 | |
Sempra Energy, 3.25%, 6/15/2027 | | | 2,779,000 | | | | 2,764,587 | |
| | | | | | | | |
| | | | | | $ | 4,772,089 | |
| | | | | | | | |
Network & Telecom – 2.5% | | | | | | | | |
AT&T, Inc., 2.45%, 6/30/2020 | | $ | 619,000 | | | $ | 618,282 | |
AT&T, Inc., 3.8%, 3/01/2024 | | | 1,163,000 | | | | 1,190,798 | |
AT&T, Inc., 4.9%, 8/14/2037 | | | 2,087,000 | | | | 2,116,173 | |
AT&T, Inc., 4.75%, 5/15/2046 | | | 1,136,000 | | | | 1,110,113 | |
AT&T, Inc., 5.65%, 2/15/2047 | | | 669,000 | | | | 731,564 | |
Verizon Communications, Inc., 5.012%, 4/15/2049 | | | 654,000 | | | | 685,293 | |
| | | | | | | | |
| | | | | | $ | 6,452,223 | |
| | | | | | | | |
Oils – 2.4% | | | | | | | | |
Andeavor, 4.5%, 4/01/2048 | | $ | 475,000 | | | $ | 479,945 | |
Marathon Petroleum Corp., 3.4%, 12/15/2020 | | | 1,105,000 | | | | 1,129,000 | |
Marathon Petroleum Corp., 4.75%, 9/15/2044 | | | 910,000 | | | | 949,992 | |
Valero Energy Corp., 3.4%, 9/15/2026 | | | 1,601,000 | | | | 1,607,078 | |
Valero Energy Corp., 4.9%, 3/15/2045 | | | 1,783,000 | | | | 2,028,981 | |
| | | | | | | | |
| | | | | | $ | 6,194,996 | |
| | | | | | | | |
Other Banks & Diversified Financials – 3.8% | | | | | |
BPCE S.A., 4.5%, 3/15/2025 (n) | | $ | 760,000 | | | $ | 794,173 | |
Capital One Financial Corp., 3.75%, 4/24/2024 | | | 796,000 | | | | 817,575 | |
Citigroup, Inc., 4.4%, 6/10/2025 | | | 646,000 | | | | 681,716 | |
Citigroup, Inc., 3.2%, 10/21/2026 | | | 2,633,000 | | | | 2,611,697 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Other Banks & Diversified Financials – continued | | | | | |
Citigroup, Inc., 3.52% to 10/27/2027, FLR to 10/27/2028 | | $ | 2,233,000 | | | $ | 2,242,854 | |
Discover Bank, 7%, 4/15/2020 | | | 1,097,000 | | | | 1,195,641 | |
ING Groep N.V., 3.95%, 3/29/2027 | | | 956,000 | | | | 996,371 | |
Macquarie Bank Ltd., 6.125% to 3/08/2027, FLR to 12/31/2165 (n) | | | 444,000 | | | | 461,205 | |
SunTrust Banks, Inc., 3.3%, 5/15/2026 | | | 200,000 | | | | 198,025 | |
| | | | | | | | |
| | | | | | $ | 9,999,257 | |
| | | | | | | | |
Personal Computers & Peripherals – 0.2% | | | | | |
Equifax, Inc., 2.3%, 6/01/2021 | | $ | 539,000 | | | $ | 526,068 | |
| | | | | | | | |
Pharmaceuticals – 1.4% | | | | | | | | |
Biogen, Inc., 3.625%, 9/15/2022 | | $ | 562,000 | | | $ | 582,352 | |
Celgene Corp., 2.875%, 8/15/2020 | | | 1,908,000 | | | | 1,925,652 | |
Shire Acquisitions Investments Ireland, 2.4%, 9/23/2021 | | | 1,225,000 | | | | 1,205,590 | |
| | | | | | | | |
| | | | | | $ | 3,713,594 | |
| | | | | | | | |
Pollution Control – 0.5% | | | | | | | | |
Republic Services, Inc., 5.25%, 11/15/2021 | | $ | 1,160,000 | | | $ | 1,266,278 | |
| | | | | | | | |
Railroad & Shipping – 0.3% | | | | | | | | |
Canadian Pacific Railway Co., 7.25%, 5/15/2019 | | $ | 424,000 | | | $ | 451,113 | |
Canadian Pacific Railway Co., 4.5%, 1/15/2022 | | | 400,000 | | | | 425,926 | |
| | | | | | | | |
| | | | | | $ | 877,039 | |
| | | | | | | | |
Real Estate – Office – 0.5% | | | | | | | | |
Boston Properties LP, REIT, 3.85%, 2/01/2023 | | $ | 1,131,000 | | | $ | 1,178,085 | |
| | | | | | | | |
Retailers – 1.0% | | | | | | | | |
Best Buy Co., Inc., 5%, 8/01/2018 | | $ | 935,000 | | | $ | 950,356 | |
Best Buy Co., Inc., 5.5%, 3/15/2021 | | | 31,000 | | | | 33,392 | |
Home Depot, Inc., 4.875%, 2/15/2044 | | | 1,260,000 | | | | 1,522,162 | |
| | | | | | | | |
| | | | | | $ | 2,505,910 | |
| | | | | | | | |
Specialty Chemicals – 0.3% | | | | | | | | |
Ecolab, Inc., 4.35%, 12/08/2021 | | $ | 656,000 | | | $ | 698,175 | |
| | | | | | | | |
Telecommunications – Wireless – 3.3% | | | | | |
American Tower Corp., REIT, 3%, 6/15/2023 | | $ | 1,049,000 | | | $ | 1,046,093 | |
American Tower Corp., REIT, 3.6%, 1/15/2028 | | | 1,133,000 | | | | 1,125,993 | |
American Tower Corp., REIT, 3.5%, 1/31/2023 | | | 371,000 | | | | 379,294 | |
American Tower Corp., REIT, 4%, 6/01/2025 | | | 1,000,000 | | | | 1,035,985 | |
Crown Castle International Corp., 5.25%, 1/15/2023 | | | 470,000 | | | | 514,554 | |
Crown Castle International Corp., 4.45%, 2/15/2026 | | | 338,000 | | | | 354,776 | |
Crown Castle International Corp., 3.7%, 6/15/2026 | | | 533,000 | | | | 532,496 | |
Crown Castle Towers LLC, 4.883%, 8/15/2040 (n) | | | 612,000 | | | | 639,993 | |
10
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Telecommunications – Wireless – continued | | | | | |
SBA Tower Trust, 2.898%, 10/15/2044 (n) | | $ | 1,081,000 | | | $ | 1,083,568 | |
T-Mobile USA, Inc., 6%, 4/15/2024 | | | 1,640,000 | | | | 1,738,400 | |
| | | | | | | | |
| | | | | | $ | 8,451,152 | |
| | | | | | | | |
Tobacco – 2.4% | | | | | | | | |
B.A.T. Capital Corp., 3.557%, 8/15/2027 (n) | | $ | 1,407,000 | | | $ | 1,408,407 | |
Imperial Tobacco Finance PLC, 4.25%, 7/21/2025 (n) | | | 1,819,000 | | | | 1,906,854 | |
Philip Morris International, Inc., 4.875%, 11/15/2043 | | | 892,000 | | | | 1,017,951 | |
Reynolds American, Inc., 8.125%, 6/23/2019 | | | 733,000 | | | | 792,788 | |
Reynolds American, Inc., 3.25%, 6/12/2020 | | | 165,000 | | | | 167,645 | |
Reynolds American, Inc., 4.45%, 6/12/2025 | | | 418,000 | | | | 445,590 | |
Reynolds American, Inc., 5.7%, 8/15/2035 | | | 483,000 | | | | 575,362 | |
| | | | | | | | |
| | | | | | $ | 6,314,597 | |
| | | | | | | | |
Transportation – Services – 0.4% | | | | | | | | |
ERAC USA Finance LLC, 3.85%, 11/15/2024 (n) | | $ | 272,000 | | | $ | 281,709 | |
ERAC USA Finance LLC, 7%, 10/15/2037 (n) | | | 421,000 | | | | 562,608 | |
ERAC USA Finance LLC, 4.5%, 2/15/2045 (n) | | | 201,000 | | | | 206,301 | |
| | | | | | | | |
| | | | | | $ | 1,050,618 | |
| | | | | | | | |
U.S. Treasury Obligations – 1.8% | | | | | | | | |
U.S. Treasury Bonds, 3.5%, 2/15/2039 | | $ | 3,999,000 | | | $ | 4,563,369 | |
| | | | | | | | |
Utilities – Electric Power – 7.3% | | | | | | | | |
Alabama Power Co., 4.15%, 8/15/2044 | | $ | 479,000 | | | $ | 516,427 | |
Berkshire Hathaway Energy, 4.5%, 2/01/2045 | | | 597,000 | | | | 666,808 | |
CMS Energy Corp., 6.25%, 2/01/2020 | | | 1,010,000 | | | | 1,086,321 | |
CMS Energy Corp., 5.05%, 3/15/2022 | | | 209,000 | | | | 227,185 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Utilities – Electric Power – continued | | | | | |
DTE Electric Co., 3.7%, 3/15/2045 | | $ | 223,000 | | | $ | 229,563 | |
Duke Energy Corp., 3.75%, 9/01/2046 | | | 1,059,000 | | | | 1,046,243 | |
EDP Finance B.V., 5.25%, 1/14/2021 (n) | | | 728,000 | | | | 779,777 | |
Emera U.S. Finance LP, 2.7%, 6/15/2021 | | | 330,000 | | | | 329,163 | |
Emera U.S. Finance LP, 3.55%, 6/15/2026 | | | 378,000 | | | | 378,985 | |
Enel Finance International N.V., 2.75%, 4/06/2023 (n) | | | 1,974,000 | | | | 1,944,803 | |
Enel Finance International N.V., 4.75%, 5/25/2047 (n) | | | 1,665,000 | | | | 1,801,180 | |
Eversource Energy, 2.9%, 10/01/2024 | | | 991,000 | | | | 983,232 | |
Exelon Corp., 3.497%, 6/01/2022 | | | 1,163,000 | | | | 1,185,068 | |
FirstEnergy Corp., 3.9%, 7/15/2027 | | | 1,936,000 | | | | 1,983,148 | |
PPL Capital Funding, Inc., 3.1%, 5/15/2026 | | | 1,290,000 | | | | 1,262,230 | |
PPL Capital Funding, Inc., 5%, 3/15/2044 | | | 590,000 | | | | 683,050 | |
PPL WEM Holdings PLC, 5.375%, 5/01/2021 (n) | | | 1,057,000 | | | | 1,132,718 | |
Public Service Enterprise Group, 2%, 11/15/2021 | | | 1,555,000 | | | | 1,517,889 | |
Southern Co., 2.95%, 7/01/2023 | | | 440,000 | | | | 440,148 | |
Southern Co., 4.4%, 7/01/2046 | | | 829,000 | | | | 882,056 | |
| | | | | | | | |
| | | | | | $ | 19,075,994 | |
| | | | | | | | |
Total Bonds (Identified Cost, $236,755,376) | | | | | | $ | 246,127,859 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 4.4% | | | | | |
MONEY MARKET FUNDS – 4.4% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $11,300,235) | | | 11,301,365 | | | $ | 11,300,235 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.9% | | | | | | | 2,353,515 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 259,781,609 | |
| | | | | | | | |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $11,300,235 and $246,127,859, respectively. |
(i) | | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $36,565,624, representing 14.1% of net assets. |
(q) | | Interest received was less than stated coupon rate. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(z) | | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
| | | | | | | | | | |
Restricted Securities | | Acquisition Date | | Cost | | | Value | |
Bank of America Corp., 3.004% to 12/20/2022, FLR to 12/20/2023 | | 12/16/09-12/15/17 | | | $739,370 | | | | $740,793 | |
Bank of America Corp., 3.419% to 12/20/2027, FLR to 12/20/2028 | | 9/21/17-12/15/17 | | | 829,459 | | | | 833,922 | |
Bayview Financial Revolving Mortgage Loan Trust, FLR, 2.937% (U.S. LIBOR-1mo. + 1.6%), 12/28/2040 | | 3/01/06 | | | 184,351 | | | | 160,950 | |
Standard Industries, Inc., 4.75%, 1/15/2028 | | 12/11/17 | | | 1,801,000 | | | | 1,805,160 | |
Total Restricted Securities | | | | | | | | | $3,540,825 | |
% of Net assets | | | | | | | | | 1.4% | |
11
MFS Corporate Bond Portfolio
Portfolio of Investments – continued
The following abbreviations are used in this report and are defined:
FLR | | Floating rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
12
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $236,755,376) | | | $246,127,859 | |
Investments in affiliated issuers, at value (identified cost, $11,300,235) | | | 11,300,235 | |
Receivables for | | | | |
Fund shares sold | | | 176,282 | |
Interest | | | 2,767,717 | |
Other assets | | | 2,034 | |
Total assets | | | $260,374,127 | |
Liabilities | | | | |
Payable to custodian | | | $1,769 | |
Payable for fund shares reacquired | | | 511,710 | |
Payable to affiliates | | | | |
Investment adviser | | | 6,537 | |
Shareholder servicing costs | | | 83 | |
Distribution and/or service fees | | | 5,327 | |
Payable for independent Trustees’ compensation | | | 70 | |
Accrued expenses and other liabilities | | | 67,022 | |
Total liabilities | | | $592,518 | |
Net assets | | | $259,781,609 | |
Net assets consist of | | | | |
Paid-in capital | | | $241,779,720 | |
Unrealized appreciation (depreciation) | | | 9,372,483 | |
Accumulated net realized gain (loss) | | | (12,501 | ) |
Undistributed net investment income | | | 8,641,907 | |
Net assets | | | $259,781,609 | |
Shares of beneficial interest outstanding | | | 22,536,574 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $65,444,688 | | | | 5,622,522 | | | | $11.64 | |
Service Class | | | 194,336,921 | | | | 16,914,052 | | | | 11.49 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
See Notes to Financial Statements
13
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Interest | | | $10,305,419 | |
Dividends from affiliated issuers | | | 61,461 | |
Total investment income | | | $10,366,880 | |
Expenses | | | | |
Management fee | | | $1,554,267 | |
Distribution and/or service fees | | | 482,156 | |
Shareholder servicing costs | | | 9,285 | |
Administrative services fee | | | 50,530 | |
Independent Trustees’ compensation | | | 8,874 | |
Custodian fee | | | 16,862 | |
Shareholder communications | | | 28,891 | |
Audit and tax fees | | | 71,630 | |
Legal fees | | | 4,006 | |
Miscellaneous | | | 21,357 | |
Total expenses | | | $2,247,858 | |
Reduction of expenses by investment adviser | | | (131,435 | ) |
Net expenses | | | $2,116,423 | |
Net investment income (loss) | | | $8,250,457 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $2,604,593 | |
Affiliated issuers | | | (149 | ) |
Net realized gain (loss) | | | $2,604,444 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $4,667,515 | |
Affiliated issuers | | | (487 | ) |
Net unrealized gain (loss) | | | $4,667,028 | |
Net realized and unrealized gain (loss) | | | $7,271,472 | |
Change in net assets from operations | | | $15,521,929 | |
See Notes to Financial Statements
14
MFS Corporate Bond Portfolio
FINANCIAL STATEMENTS | STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | |
From operations | |
Net investment income (loss) | | | $8,250,457 | | | | $8,739,805 | |
Net realized gain (loss) | | | 2,604,444 | | | | (10,729 | ) |
Net unrealized gain (loss) | | | 4,667,028 | | | | 6,944,788 | |
Change in net assets from operations | | | $15,521,929 | | | | $15,673,864 | |
Distributions declared to shareholders | |
From net investment income | | | $(9,218,117 | ) | | | $(10,397,774 | ) |
From net realized gain | | | — | | | | (463,879 | ) |
Total distributions declared to shareholders | | | $(9,218,117 | ) | | | $(10,861,653 | ) |
Change in net assets from fund share transactions | | | $(1,820,793 | ) | | | $(10,440,350 | ) |
Total change in net assets | | | $4,483,019 | | | | $(5,628,139 | ) |
Net assets | |
At beginning of period | | | 255,298,590 | | | | 260,926,729 | |
At end of period (including undistributed net investment income of $8,641,907 and $9,193,377, respectively) | | | $259,781,609 | | | | $255,298,590 | |
See Notes to Financial Statements
15
MFS Corporate Bond Portfolio
FINANCIAL STATEMENTS | FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $11.36 | | | | $11.16 | | | | $11.76 | | | | $11.58 | | | | $12.36 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.39 | | | | $0.41 | (c) | | | $0.42 | | | | $0.43 | | | | $0.43 | |
Net realized and unrealized gain (loss) | | | 0.33 | | | | 0.31 | | | | (0.46 | ) | | | 0.24 | | | | (0.48 | ) |
Total from investment operations | | | $0.72 | | | | $0.72 | | | | $(0.04 | ) | | | $0.67 | | | | $(0.05 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.44 | ) | | | $(0.50 | ) | | | $(0.48 | ) | | | $(0.46 | ) | | | $(0.52 | ) |
From net realized gain | | | — | | | | (0.02 | ) | | | (0.08 | ) | | | (0.03 | ) | | | (0.21 | ) |
Total distributions declared to shareholders | | | $(0.44 | ) | | | $(0.52 | ) | | | $(0.56 | ) | | | $(0.49 | ) | | | $(0.73 | ) |
Net asset value, end of period (x) | | | $11.64 | | | | $11.36 | | | | $11.16 | | | | $11.76 | | | | $11.58 | |
Total return (%) (k)(r)(s)(x) | | | 6.39 | | | | 6.28 | (c) | | | (0.31 | ) | | | 5.78 | | | | (0.27 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.68 | | | | 0.65 | (c) | | | 0.68 | | | | 0.67 | | | | 0.67 | |
Expenses after expense reductions (f) | | | 0.63 | | | | 0.60 | (c) | | | 0.63 | | | | 0.65 | | | | 0.67 | |
Net investment income (loss) | | | 3.37 | | | | 3.52 | (c) | | | 3.64 | | | | 3.59 | | | | 3.54 | |
Portfolio turnover | | | 36 | | | | 31 | | | | 26 | | | | 36 | | | | 38 | |
Net assets at end of period (000 omitted) | | | $65,445 | | | | $66,858 | | | | $70,980 | | | | $79,042 | | | | $81,921 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $11.22 | | | | $11.03 | | | | $11.63 | | | | $11.45 | | | | $12.23 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.36 | | | | $ 0.37 | (c) | | | $0.39 | | | | $0.39 | | | | $0.39 | |
Net realized and unrealized gain (loss) | | | 0.32 | | | | 0.30 | | | | (0.46 | ) | | | 0.25 | | | | (0.47 | ) |
Total from investment operations | | | $0.68 | | | | $0.67 | | | | $(0.07 | ) | | | $0.64 | | | | $(0.08 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.41 | ) | | | $(0.46 | ) | | | $(0.45 | ) | | | $(0.43 | ) | | | $(0.49 | ) |
From net realized gain | | | — | | | | (0.02 | ) | | | (0.08 | ) | | | (0.03 | ) | | | (0.21 | ) |
Total distributions declared to shareholders | | | $(0.41 | ) | | | $(0.48 | ) | | | $(0.53 | ) | | | $(0.46 | ) | | | $(0.70 | ) |
Net asset value, end of period (x) | | | $11.49 | | | | $11.22 | | | | $11.03 | | | | $11.63 | | | | $11.45 | |
Total return (%) (k)(r)(s)(x) | | | 6.11 | | | | 5.98 | (c) | | | (0.58 | ) | | | 5.59 | | | | (0.51 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.93 | | | | 0.90 | (c) | | | 0.93 | | | | 0.92 | | | | 0.92 | |
Expenses after expense reductions (f) | | | 0.88 | | | | 0.85 | (c) | | | 0.88 | | | | 0.90 | | | | 0.92 | |
Net investment income (loss) | | | 3.12 | | | | 3.27 | (c) | | | 3.39 | | | | 3.34 | | | | 3.29 | |
Portfolio turnover | | | 36 | | | | 31 | | | | 26 | | | | 36 | | | | 38 | |
Net assets at end of period (000 omitted) | | | $194,337 | | | | $188,440 | | | | $189,946 | | | | $211,332 | | | | $211,303 | |
See Notes to Financial Statements
16
MFS Corporate Bond Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
17
MFS Corporate Bond Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS Corporate Bond Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
(2) | | Significant Accounting Policies |
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. 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
18
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | $— | | | | $4,563,369 | | | | $— | | | | $4,563,369 | |
U.S. Corporate Bonds | | | — | | | | 207,244,008 | | | | — | | | | 207,244,008 | |
Residential Mortgage-Backed Securities | | | — | | | | 1,310,437 | | | | — | | | | 1,310,437 | |
Commercial Mortgage-Backed Securities | | | — | | | | 229,283 | | | | — | | | | 229,283 | |
Asset-Backed Securities | | | — | | | | 160,950 | | | | — | | | | 160,950 | |
Foreign Bonds | | | — | | | | 32,619,812 | | | | — | | | | 32,619,812 | |
Mutual Funds | | | 11,300,235 | | | | — | | | | — | | | | 11,300,235 | |
Total | | | $11,300,235 | | | | $246,127,859 | | | | $— | | | | $257,428,094 | |
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.
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
19
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
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.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $9,218,117 | | | | $10,397,985 | |
Long-term capital gains | | | — | | | | 463,668 | |
Total distributions | | | $9,218,117 | | | | $10,861,653 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $249,061,477 | |
Gross appreciation | | | 9,422,898 | |
Gross depreciation | | | (1,056,281 | ) |
Net unrealized appreciation (depreciation) | | | $8,366,617 | |
Undistributed ordinary income | | | 9,316,056 | |
Undistributed long-term capital gain | | | 319,216 | |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $2,456,713 | | | | $2,886,412 | | | | $— | | | | $122,638 | |
Service Class | | | 6,761,404 | | | | 7,511,362 | | | | — | | | | 341,241 | |
Total | | | $9,218,117 | | | | $10,397,774 | | | | $— | | | | $463,879 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.60% | |
In excess of $1 billion | | | 0.50% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $20,724, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017, this reduction amounted to $110,711, 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.
20
MFS Corporate Bond 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, 2017, the fee was $8,473, 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, 2017, 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, 2017 was equivalent to an annual effective rate of 0.0195% 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, 2017, the fee paid by the fund under this agreement was $460 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. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $8,155,947 | | | | $4,387,368 | |
Non-U.S. Government securities | | | $81,511,496 | | | | $90,338,766 | |
(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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 282,268 | | | | $3,276,802 | | | | 395,065 | | | | $4,557,470 | |
Service Class | | | 1,975,574 | | | | 22,523,964 | | | | 2,128,133 | | | | 24,250,549 | |
| | | 2,257,842 | | | | $25,800,766 | | | | 2,523,198 | | | | $28,808,019 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 213,071 | | | | $2,456,713 | | | | 256,964 | | | | $3,009,050 | |
Service Class | | | 593,626 | | | | 6,761,404 | | | | 678,704 | | | | 7,852,603 | |
| | | 806,697 | | | | $9,218,117 | | | | 935,668 | | | | $10,861,653 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (756,051 | ) | | | $(8,767,249 | ) | | | (1,126,561 | ) | | | $(13,113,880 | ) |
Service Class | | | (2,445,256 | ) | | | (28,072,427 | ) | | | (3,238,146 | ) | | | (36,996,142 | ) |
| | | (3,201,307 | ) | | | $(36,839,676 | ) | | | (4,364,707 | ) | | | $(50,110,022 | ) |
21
MFS Corporate Bond Portfolio
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (260,712 | ) | | | $(3,033,734 | ) | | | (474,532 | ) | | | $(5,547,360 | ) |
Service Class | | | 123,944 | | | | 1,212,941 | | | | (431,309 | ) | | | (4,892,990 | ) |
| | | (136,768 | ) | | | $(1,820,793 | ) | | | (905,841 | ) | | | $(10,440,350 | ) |
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, 2017, the fund’s commitment fee and interest expense were $1,748 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 8,548,103 | | | | 81,967,846 | | | | (79,214,584 | ) | | | 11,301,365 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(149) | | | $(487 | ) | | | $— | | | | $61,461 | | | | $11,300,235 | |
22
MFS Corporate Bond Portfolio
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of
MFS Corporate Bond Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Corporate Bond Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
23
MFS Corporate Bond Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
24
MFS Corporate Bond Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
25
MFS Corporate Bond Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Richard Hawkins Alexander Mackey Robert Persons | | |
26
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 1st quintile for the one-year period and the 2nd quintile for the five-year period ended December 31, 2016 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.
27
MFS Corporate Bond 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was approximately at the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to 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, 2017.
28
MFS Corporate Bond Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
29
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
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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. |
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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 |
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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., and MFS Heritage Trust Company. |
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What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
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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. |
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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, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | | |
Facebook, Inc., “A” | | | 2.5% | |
Alphabet, Inc., “A” | | | 2.5% | |
Bank of America Corp. | | | 2.3% | |
Chevron Corp. | | | 2.1% | |
Citigroup, Inc. | | | 2.0% | |
Amazon.com, Inc. | | | 1.9% | |
Pfizer, Inc. | | | 1.7% | |
Analog Devices, Inc. | | | 1.7% | |
Johnson & Johnson | | | 1.6% | |
American Tower Corp., REIT | | | 1.5% | |
| | | | |
Equity sectors | | | | |
Financial Services | | | 19.2% | |
Technology | | | 18.8% | |
Health Care | | | 13.5% | |
Industrial Goods & Services | | | 9.0% | |
Retailing | | | 6.4% | |
Consumer Staples | | | 6.1% | |
Utilities & Communications (s) | | | 5.9% | |
Energy | | | 5.3% | |
Leisure | | | 4.8% | |
Special Products & Services | | | 4.1% | |
Basic Materials | | | 3.8% | |
Transportation | | | 1.3% | |
Autos & Housing | | | 1.1% | |
(s) | Includes securities sold short. |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Core Equity Portfolio (“fund”) provided a total return of 24.82%, while Service Class shares of the fund provided a total return of 24.50%. These compare with a return of 21.13% over the same period for the fund’s benchmark, the Russell 3000® Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Strong stock selection in the industrial goods & services, utilities & communications and technology sectors was a primary factor benefiting performance relative to the Russell 3000® Index. Within the industrial goods & services sector, not holding shares of diversified industrial conglomerate General Electric aided relative returns. General Electric’s stock declined, notably late in the period, after its new management team significantly reduced its expectations for earnings and cash flow, and cut its dividend in half due to weakness in the company’s Power and Oil & Gas divisions. Within the utilities & communications sector, not holding shares of telecommunication services provider AT&T, and the fund’s overweight position in wireless communications infrastructure operator SBA Communications, supported relative returns. Shares of SBA Communications surpassed the benchmark during the reporting period on the back of healthy organic leasing growth in the United States, which drove strong earnings results. Within the technology sector, overweight positions in broadband communications and networking services company Broadcom, software company Adobe Systems, customer information software manager Salesforce.com, semiconductor company Texas Instruments and computer graphics processors maker NVIDIA lifted relative results.
Elsewhere, not holding shares of integrated oil and gas company Exxon Mobil, and the timing of the fund’s underweight position in pharmaceutical company Merck (h), supported relative returns. Merck’s stock pulled back, late in the reporting period, as the company announced a delay in the development of its non-small cell lung cancer treatment, KN-189.
Performance for the reporting period includes a 0.78% positive impact due to a litigation settlement to the fund by Household International, Inc.
Detractors from Performance
Security selection in the leisure sector detracted from relative performance during the reporting period. Within this sector, the fund’s overweight position in media firm Time Warner hurt relative results. Shares of Timer Warner fell as investors appeared to have been disappointed with the company’s smaller-than-expected advertising revenues, which weighed on shares late in the reporting period.
3
MFS Core Equity Portfolio
Management Review – continued
Stocks in other sectors that weakened relative returns included underweight positions in computer and personal electronics maker Apple and software giant Microsoft, as well as not holding shares of aerospace company Boeing, pharmaceutical company AbbVie and home improvement retailer Home Depot. Shares of Apple advanced during the reporting period on the back of strong earnings results and well-anticipated new product launches that included the iPhone 8, iPhone 8 Plus and iPhone X. The fund’s overweight positions in global integrated energy company Hess and shopping center operator Tanger Factory Outlet (h), as well as the timing of the fund’s ownership in shares of specialty apparel retailer Express (h), further hindered relative results.
The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
Joseph MacDougall
(h) | Security was not held in the portfolio at period end. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Core Equity Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/12/97 | | 24.82% | | 15.78% | | 8.65% | | |
| | Service Class | | 8/24/01 | | 24.50% | | 15.48% | | 8.38% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Russell 3000® Index (f) | | 21.13% | | 15.58% | | 8.60% | | |
(f) | Source: FactSet Research Systems Inc. |
Included in the Initial Class and Service Class total returns for the month of May 31, 2017 are proceeds received from a non-recurring litigation settlement against Household International Inc. Had these proceeds not been included the 1-year total returns would have been lower by 0.78%.
Benchmark Definition(s)
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. The Russell 3000® Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.86% | | | | $1,000.00 | | | | $1,115.91 | | | | $4.59 | |
| Hypothetical (h) | | | 0.86% | | | | $1,000.00 | | | | $1,020.87 | | | | $4.38 | |
Service Class | | Actual | | | 1.11% | | | | $1,000.00 | | | | $1,114.73 | | | | $5.92 | |
| Hypothetical (h) | | | 1.11% | | | | $1,000.00 | | | | $1,019.61 | | | | $5.65 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Notes to Expense Table
Expense ratios include 0.02% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
6
MFS Core Equity Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.7% | |
Aerospace – 3.9% | | | | | | | | |
Curtiss-Wright Corp. | | | 3,749 | | | $ | 456,816 | |
Honeywell International, Inc. | | | 19,941 | | | | 3,058,152 | |
L3 Technologies, Inc. | | | 4,009 | | | | 793,181 | |
Leidos Holdings, Inc. | | | 9,862 | | | | 636,789 | |
Northrop Grumman Corp. | | | 6,014 | | | | 1,845,757 | |
Textron, Inc. | | | 10,679 | | | | 604,324 | |
United Technologies Corp. | | | 7,694 | | | | 981,523 | |
| | | | | | | | |
| | | | | | $ | 8,376,542 | |
| | | | | | | | |
Alcoholic Beverages – 0.4% | | | | | | | | |
Constellation Brands, Inc., “A” | | | 4,249 | | | $ | 971,194 | |
| | | | | | | | |
Apparel Manufacturers – 1.4% | | | | | | | | |
Hanesbrands, Inc. | | | 34,223 | | | $ | 715,603 | |
NIKE, Inc., “B” | | | 38,029 | | | | 2,378,714 | |
| | | | | | | | |
| | | | | | $ | 3,094,317 | |
| | | | | | | | |
Automotive – 0.6% | | | | | | | | |
Aptiv PLC | | | 6,972 | | | $ | 591,435 | |
CoPart, Inc. (a) | | | 14,940 | | | | 645,258 | |
Delphi Technologies PLC (a) | | | 2,323 | | | | 121,888 | |
| | | | | | | | |
| | | | | | $ | 1,358,581 | |
| | | | | | | | |
Biotechnology – 2.0% | | | | | | | | |
Biogen, Inc. (a) | | | 8,368 | | | $ | 2,665,794 | |
Bruker BioSciences Corp. | | | 5,628 | | | | 193,153 | |
Illumina, Inc. (a) | | | 2,143 | | | | 468,224 | |
Incyte Corp. (a) | | | 11,352 | | | | 1,075,148 | |
| | | | | | | | |
| | | | | | $ | 4,402,319 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.2% | | | | | | | | |
Blackstone Group LP | | | 51,550 | | | $ | 1,650,631 | |
TMX Group Ltd. | | | 16,153 | | | | 905,185 | |
| | | | | | | | |
| | | | | | $ | 2,555,816 | |
| | | | | | | | |
Business Services – 2.5% | | | | | | | | |
Amdocs Ltd. | | | 6,466 | | | $ | 423,394 | |
Cognizant Technology Solutions Corp., “A” | | | 14,305 | | | | 1,015,941 | |
DXC Technology Co. | | | 10,074 | | | | 956,022 | |
Fidelity National Information Services, Inc. | | | 12,103 | | | | 1,138,771 | |
Global Payments, Inc. | | | 8,886 | | | | 890,733 | |
Grand Canyon Education, Inc. (a) | | | 1,198 | | | | 107,257 | |
Total System Services, Inc. | | | 5,076 | | | | 401,461 | |
Zendesk, Inc. (a) | | | 17,733 | | | | 600,085 | |
| | | | | | | | |
| | | | | | $ | 5,533,664 | |
| | | | | | | | |
Cable TV – 1.0% | | | | | | | | |
Altice USA, Inc. (a)(l) | | | 12,618 | | | $ | 267,880 | |
Comcast Corp., “A” | | | 48,034 | | | | 1,923,762 | |
| | | | | | | | |
| | | | | | $ | 2,191,642 | |
| | | | | | | | |
Chemicals – 2.6% | | | | | | | | |
Celanese Corp. | | | 6,049 | | | $ | 647,727 | |
CF Industries Holdings, Inc. | | | 16,876 | | | | 717,905 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Chemicals – continued | | | | | |
DowDuPont, Inc. | | | 17,598 | | | $ | 1,253,330 | |
FMC Corp. | | | 7,732 | | | | 731,911 | |
Ingevity Corp. (a) | | | 8,136 | | | | 573,344 | |
PPG Industries, Inc. | | | 14,516 | | | | 1,695,759 | |
| | | | | | | | |
| | | | | | $ | 5,619,976 | |
| | | | | | | | |
Computer Software – 3.5% | | | | | | | | |
Adobe Systems, Inc. (a) | | | 14,118 | | | $ | 2,474,038 | |
Cloudera, Inc. (a) | | | 798 | | | | 13,183 | |
Microsoft Corp. | | | 27,355 | | | | 2,339,947 | |
Salesforce.com, Inc. (a) | | | 27,154 | | | | 2,775,953 | |
| | | | | | | | |
| | | | | | $ | 7,603,121 | |
| | | | | | | | |
Computer Software – Systems – 1.9% | |
Apple, Inc. | | | 11,568 | | | $ | 1,957,653 | |
NCR Corp. (a) | | | 7,575 | | | | 257,474 | |
Presidio, Inc. (a) | | | 7,501 | | | | 143,794 | |
Rapid7, Inc. (a) | | | 29,416 | | | | 548,903 | |
SS&C Technologies Holdings, Inc. | | | 24,354 | | | | 985,850 | |
Switch, Inc. | | | 4,948 | | | | 90,004 | |
Xerox Corp. | | | 3,200 | | | | 93,280 | |
| | | | | | | | |
| | | | | | $ | 4,076,958 | |
| | | | | | | | |
Construction – 0.5% | | | | | | | | |
Sherwin-Williams Co. | | | 2,751 | | | $ | 1,128,020 | |
| | | | | | | | |
Consumer Products – 1.9% | | | | | | | | |
Coty, Inc., “A” | | | 45,448 | | | $ | 903,961 | |
Estee Lauder Cos., Inc., “A” | | | 7,564 | | | | 962,443 | |
Newell Brands, Inc. | | | 19,479 | | | | 601,901 | |
Procter & Gamble Co. | | | 17,306 | | | | 1,590,075 | |
| | | | | | | | |
| | | | | | $ | 4,058,380 | |
| | | | | | | | |
Consumer Services – 1.5% | | | | | | | | |
Bright Horizons Family Solutions, Inc. (a) | | | 8,431 | | | $ | 792,514 | |
Priceline Group, Inc. (a) | | | 1,063 | | | | 1,847,217 | |
ServiceMaster Global Holdings, Inc. (a) | | | 10,229 | | | | 524,441 | |
| | | | | | | | |
| | | | | | $ | 3,164,172 | |
| | | | | | | | |
Containers – 0.8% | | | | | | | | |
Berry Global Group, Inc. (a) | | | 11,694 | | | $ | 686,087 | |
CCL Industries, Inc. | | | 6,405 | | | | 295,945 | |
Sealed Air Corp. | | | 13,297 | | | | 655,542 | |
| | | | | | | | |
| | | | | | $ | 1,637,574 | |
| | | | | | | | |
Electrical Equipment – 2.5% | | | | | | | | |
AMETEK, Inc. | | | 23,832 | | | $ | 1,727,105 | |
HD Supply Holdings, Inc. (a) | | | 15,772 | | | | 631,353 | |
Johnson Controls International PLC | | | 31,439 | | | | 1,198,140 | |
Sensata Technologies Holding B.V. (a) | | | 19,951 | | | | 1,019,696 | |
TE Connectivity Ltd. | | | 5,136 | | | | 488,126 | |
WESCO International, Inc. (a) | | | 5,853 | | | | 398,882 | |
| | | | | | | | |
| | | | | | $ | 5,463,302 | |
| | | | | | | | |
7
MFS Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Electronics – 6.5% | | | | | | | | |
Analog Devices, Inc. | | | 40,353 | | | $ | 3,592,628 | |
Applied Materials, Inc. | | | 19,789 | | | | 1,011,614 | |
Broadcom Corp. | | | 10,481 | | | | 2,692,569 | |
Inphi Corp. (a) | | | 20,252 | | | | 741,223 | |
Mellanox Technologies Ltd. (a) | | | 12,555 | | | | 812,308 | |
NVIDIA Corp. | | | 10,698 | | | | 2,070,063 | |
Texas Instruments, Inc. | | | 30,608 | | | | 3,196,699 | |
| | | | | | | | |
| | | | | | $ | 14,117,104 | |
| | | | | | | | |
Energy – Independent – 2.3% | | | | | |
Concho Resources, Inc. (a) | | | 5,293 | | | $ | 795,114 | |
Energen Corp. (a) | | | 3,194 | | | | 183,879 | |
EOG Resources, Inc. | | | 15,255 | | | | 1,646,167 | |
EQT Corp. | | | 3,238 | | | | 184,307 | |
Hess Corp. | | | 17,604 | | | | 835,662 | |
Parsley Energy, Inc., “A” (a) | | | 9,339 | | | | 274,940 | |
Phillips 66 | | | 9,727 | | | | 983,886 | |
| | | | | | | | |
| | | | | | $ | 4,903,955 | |
| | | | | | | | |
Energy – Integrated – 2.1% | | | | | | | | |
Chevron Corp. (s) | | | 36,664 | | | $ | 4,589,966 | |
| | | | | | | | |
Engineering – Construction – 0.2% | | | | | |
KBR, Inc. | | | 27,068 | | | $ | 536,758 | |
| | | | | | | | |
Entertainment – 1.3% | | | | | | | | |
Six Flags Entertainment Corp. | | | 8,602 | | | $ | 572,635 | |
Time Warner, Inc. | | | 12,948 | | | | 1,184,353 | |
Twenty-First Century Fox, Inc. | | | 29,069 | | | | 1,003,753 | |
| | | | | | | | |
| | | | | | $ | 2,760,741 | |
| | | | | | | | |
Food & Beverages – 2.8% | | | | | | | | |
Blue Buffalo Pet Products, Inc. (a) | | | 7,202 | | | $ | 236,154 | |
Cal-Maine Foods, Inc. (a) | | | 16,029 | | | | 712,489 | |
J.M. Smucker Co. | | | 4,035 | | | | 501,308 | |
Mondelez International, Inc. | | | 30,428 | | | | 1,302,319 | |
Monster Worldwide, Inc. (a) | | | 15,956 | | | | 1,009,855 | |
PepsiCo, Inc. | | | 19,117 | | | | 2,292,511 | |
TreeHouse Foods, Inc. (a) | | | 2,433 | | | | 120,336 | |
| | | | | | | | |
| | | | | | $ | 6,174,972 | |
| | | | | | | | |
Gaming & Lodging – 0.5% | | | | | | | | |
Marriott International, Inc., “A” | | | 8,174 | | | $ | 1,109,457 | |
| | | | | | | | |
General Merchandise – 0.8% | | | | | |
Costco Wholesale Corp. | | | 9,622 | | | $ | 1,790,847 | |
| | | | | | | | |
Health Maintenance Organizations – 1.5% | | | | | |
Cigna Corp. | | | 10,828 | | | $ | 2,199,058 | |
UnitedHealth Group, Inc. | | | 5,091 | | | | 1,122,362 | |
| | | | | | | | |
| | | | | | $ | 3,321,420 | |
| | | | | | | | |
Insurance – 2.9% | | | | | | | | |
Aon PLC | | | 23,423 | | | $ | 3,138,682 | |
Chubb Ltd. | | | 11,724 | | | | 1,713,228 | |
Hartford Financial Services Group, Inc. | | | 25,365 | | | | 1,427,542 | |
| | | | | | | | |
| | | | | | $ | 6,279,452 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Internet – 6.1% | | | | | | | | |
Alphabet, Inc., “A” (a)(s) | | | 5,103 | | | $ | 5,375,500 | |
Alphabet, Inc., “C” (a) | | | 630 | | | | 659,232 | |
Facebook, Inc., “A” (a) | | | 30,614 | | | | 5,402,147 | |
LogMeIn, Inc. | | | 16,006 | | | | 1,832,687 | |
| | | | | | | | |
| | | | | | $ | 13,269,566 | |
| | | | | | | | |
Leisure & Toys – 0.4% | | | | | | | | |
Electronic Arts, Inc. (a) | | | 7,389 | | | $ | 776,288 | |
| | | | | | | | |
Machinery & Tools – 1.8% | | | | | | | | |
Illinois Tool Works, Inc. | | | 5,142 | | | $ | 857,943 | |
IPG Photonics Corp. (a) | | | 1,906 | | | | 408,132 | |
ITT, Inc. | | | 11,908 | | | | 635,530 | |
Roper Technologies, Inc. | | | 5,347 | | | | 1,384,873 | |
SPX FLOW, Inc. (a) | | | 14,946 | | | | 710,682 | |
| | | | | | | | |
| | | | | | $ | 3,997,160 | |
| | | | | | | | |
Major Banks – 4.0% | | | | | | | | |
Bank of America Corp. | | | 171,911 | | | $ | 5,074,812 | |
Morgan Stanley | | | 35,123 | | | | 1,842,904 | |
PNC Financial Services Group, Inc. | | | 12,506 | | | | 1,804,491 | |
| | | | | | | | |
| | | | | | $ | 8,722,207 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.1% | |
HCA Healthcare, Inc. (a) | | | 5,919 | | | $ | 519,925 | |
Healthcare Services Group, Inc. | | | 6,282 | | | | 331,187 | |
Henry Schein, Inc. (a) | | | 2,905 | | | | 203,002 | |
ICON PLC (a) | | | 2,673 | | | | 299,777 | |
McKesson Corp. | | | 7,037 | | | | 1,097,420 | |
| | | | | | | | |
| | | | | | $ | 2,451,311 | |
| | | | | | | | |
Medical Equipment – 2.9% | | | | | | | | |
Align Technology, Inc. (a) | | | 1,247 | | | $ | 277,071 | |
Danaher Corp. | | | 8,275 | | | | 768,086 | |
DexCom, Inc. (a) | | | 3,923 | | | | 225,141 | |
Edwards Lifesciences Corp. (a) | | | 12,013 | | | | 1,353,985 | |
Medtronic PLC | | | 27,502 | | | | 2,220,786 | |
NxStage Medical, Inc. (a) | | | 12,808 | | | | 310,338 | |
Obalon Therapeutics, Inc. (a) | | | 17,393 | | | | 114,968 | |
PerkinElmer, Inc. | | | 9,483 | | | | 693,397 | |
Steris PLC | | | 2,702 | | | | 236,344 | |
| | | | | | | | |
| | | | | | $ | 6,200,116 | |
| | | | | | | | |
Metals & Mining – 0.3% | | | | | | | | |
First Quantum Minerals Ltd. | | | 16,540 | | | $ | 231,718 | |
Lundin Mining Corp. | | | 66,731 | | | | 443,811 | |
| | | | | | | | |
| | | | | | $ | 675,529 | |
| �� | | | | | | | |
Natural Gas – Distribution – 0.3% | | | | | | | | |
New Jersey Resources Corp. | | | 11,244 | | | $ | 452,009 | |
Sempra Energy | | | 906 | | | | 96,869 | |
| | | | | | | | |
| | | | | | $ | 548,878 | |
| | | | | | | | |
Natural Gas – Pipeline – 0.5% | | | | | | | | |
Cheniere Energy, Inc. (a) | | | 18,211 | | | $ | 980,480 | |
Enterprise Products Partners LP | | | 6,939 | | | | 183,953 | |
| | | | | | | | |
| | | | | | $ | 1,164,433 | |
| | | | | | | | |
8
MFS Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Network & Telecom – 0.8% | | | | | | | | |
Cisco Systems, Inc. | | | 18,533 | | | $ | 709,814 | |
Motorola Solutions, Inc. | | | 12,546 | | | | 1,133,406 | |
| | | | | | | | |
| | | | | | $ | 1,843,220 | |
| �� | | | | | | | |
Oil Services – 0.9% | | | | | | | | |
Keane Group, Inc. (a)(l) | | | 11,429 | | | $ | 217,265 | |
Patterson-UTI Energy, Inc. | | | 33,194 | | | | 763,794 | |
Schlumberger Ltd. | | | 13,636 | | | | 918,930 | |
U.S. Silica Holdings, Inc. | | | 4,950 | | | | 161,172 | |
| | | | | | | | |
| | | | | | $ | 2,061,161 | |
| | | | | | | | |
Other Banks & Diversified Financials – 7.6% | |
Bank of the Ozarks, Inc. | | | 18,599 | | | $ | 901,121 | |
Citigroup, Inc. (s) | | | 57,590 | | | | 4,285,272 | |
Discover Financial Services | | | 25,189 | | | | 1,937,538 | |
EuroDekania Ltd. (u) | | | 151,350 | | | | 17,706 | |
First Republic Bank | | | 5,716 | | | | 495,234 | |
Northern Trust Corp. | | | 8,631 | | | | 862,151 | |
U.S. Bancorp | | | 52,354 | | | | 2,805,127 | |
Visa, Inc., “A” | | | 26,216 | | | | 2,989,148 | |
Wintrust Financial Corp. | | | 15,472 | | | | 1,274,429 | |
Zions Bancorporation | | | 18,061 | | | | 918,041 | |
| | | | | | | | |
| | | | | | $ | 16,485,767 | |
| | | | | | | | |
Pharmaceuticals – 6.0% | | | | | | | | |
Bristol-Myers Squibb Co. | | | 35,472 | | | $ | 2,173,724 | |
Eli Lilly & Co. | | | 17,549 | | | | 1,482,189 | |
Johnson & Johnson | | | 24,453 | | | | 3,416,573 | |
Pfizer, Inc. | | | 104,895 | | | | 3,799,297 | |
Zoetis, Inc. | | | 29,669 | | | | 2,137,355 | |
| | | | | | | | |
| | | | | | $ | 13,009,138 | |
| | | | | | | | |
Pollution Control – 0.5% | | | | | | | | |
Clean Harbors, Inc. (a) | | | 7,374 | | | $ | 399,671 | |
Evoqua Water TechnologiesLLC (a) | | | 2,934 | | | | 69,565 | |
Waste Connections, Inc. | | | 8,787 | | | | 623,350 | |
| | | | | | | | |
| | | | | | $ | 1,092,586 | |
| | | | | | | | |
Railroad & Shipping – 1.3% | | | | | | | | |
Canadian Pacific Railway Ltd. | | | 7,352 | | | $ | 1,343,652 | |
Kansas City Southern Co. | | | 5,755 | | | | 605,541 | |
Union Pacific Corp. | | | 6,571 | | | | 881,171 | |
| | | | | | | | |
| | | | | | $ | 2,830,364 | |
| | | | | | | | |
Real Estate – 3.5% | | | | | | | | |
Gramercy Property Trust, REIT | | | 36,825 | | | $ | 981,755 | |
Life Storage, Inc., REIT | | | 15,670 | | | | 1,395,727 | |
Medical Properties Trust, Inc., REIT | | | 199,785 | | | | 2,753,037 | |
Store Capital Corp., REIT | | | 56,969 | | | | 1,483,473 | |
Sun Communities, Inc., REIT | | | 6,026 | | | | 559,092 | |
Washington Prime Group, Inc., REIT | | | 68,809 | | | | 489,920 | |
| | | | | | | | |
| | | | | | $ | 7,663,004 | |
| | | | | | | | |
Restaurants – 1.7% | | | | | | | | |
Aramark | | | 17,998 | | | $ | 769,235 | |
Starbucks Corp. | | | 36,087 | | | | 2,072,476 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Restaurants – continued | | | | | | | | |
U.S. Foods Holding Corp. (a) | | | 24,307 | | | $ | 776,122 | |
| | | | | | | | |
| | | | | | $ | 3,617,833 | |
| | | | | | | | |
Specialty Chemicals – 0.3% | | | | | | | | |
Univar, Inc. (a) | | | 22,435 | | | $ | 694,588 | |
| | | | | | | | |
Specialty Stores – 4.1% | | | | | | | | |
Amazon.com, Inc. (a) | | | 3,518 | | | $ | 4,114,195 | |
L Brands, Inc. | | | 8,566 | | | | 515,845 | |
Lululemon Athletica, Inc. (a) | | | 5,154 | | | | 405,053 | |
Michaels Co., Inc. (a) | | | 24,528 | | | | 593,332 | |
TJX Cos., Inc. | | | 15,281 | | | | 1,168,385 | |
Tractor Supply Co. | | | 13,287 | | | | 993,203 | |
Urban Outfitters, Inc. (a) | | | 33,479 | | | | 1,173,774 | |
| | | | | | | | |
| | | | | | $ | 8,963,787 | |
| | | | | | | | |
Telecommunications – Wireless – 2.2% | | | | | |
American Tower Corp., REIT | | | 22,563 | | | $ | 3,219,063 | |
SBA Communications Corp., REIT (a) | | | 9,488 | | | | 1,549,960 | |
| | | | | | | | |
| | | | | | $ | 4,769,023 | |
| | | | | | | | |
Telephone Services – 0.6% | | | | | | | | |
Verizon Communications, Inc. | | | 24,108 | | | $ | 1,276,036 | |
| | | | | | | | |
Tobacco – 1.0% | | | | | | | | |
Philip Morris International, Inc. | | | 19,777 | | | $ | 2,089,440 | |
| | | | | | | | |
Utilities – Electric Power – 2.7% | | | | | |
Alliant Energy Corp. | | | 6,818 | | | $ | 290,515 | |
American Electric Power Co., Inc. | | | 11,811 | | | | 868,935 | |
Avangrid, Inc. | | | 9,484 | | | | 479,701 | |
CMS Energy Corp. | | | 15,245 | | | | 721,089 | |
Exelon Corp. | | | 22,735 | | | | 895,986 | |
Great Plains Energy, Inc. | | | 11,897 | | | | 383,559 | |
NextEra Energy, Inc. | | | 7,526 | | | | 1,175,486 | |
PG&E Corp. | | | 3,882 | | | | 174,030 | |
Xcel Energy, Inc. | | | 16,396 | | | | 788,812 | |
| | | | | | | | |
| | | | | | $ | 5,778,113 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $156,963,344) | | | | | | $ | 216,799,798 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Underlying/ Expiration Date/ Exercise Price | | Put/Call | | | Counterparty | | | Notional Amount | | | Number of Contracts | | | | |
| | | | | | | | | | | | | | | | | | | | |
PURCHASED OPTIONS – 0.0% | | | | | | | | | |
Electrical Equipment – 0.0% | | | | | | | | | | | | | |
General Electric Co. – January 2018 @ $28 (Premiums Paid, $89,406) | | | Call | | |
| Goldman Sachs International | | | $ | 1,279,085 | | | | 733 | | | $ | 733 | |
| | | | | | | | | | | | | | | | | | | | |
9
MFS Core Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
INVESTMENT COMPANIES (h) – 0.8% | | | | | |
Money Market Funds – 0.8% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $1,613,681) | | | 1,613,843 | | | $ | 1,613,681 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.0% | |
State Street Navigator Securities Lending Government Money Market Portfolio, 1.3% (j) (Identified Cost, $72,014) | | | 72,014 | | | $ | 72,014 | |
| | | | | | | | |
| |
SECURITIES SOLD SHORT – (0.4)% | | | | | |
Telecommunications – Wireless – (0.4)% | | | | | |
Crown Castle International Corp., REIT (Proceeds Received, $578,273) | | | (6,970 | ) | | $ | (773,740 | ) |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.1)% | | | | | | | (221,775 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 217,490,711 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $1,613,681 and $216,872,545, respectively. |
(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. |
(u) | | The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
At December 31, 2017, the fund had cash collateral of $2,998 and other liquid securities with an aggregate value of $1,458,036 to cover collateral or margin obligations for securities sold short and certain derivative contracts. Restricted cash and deposits with brokers in the Statement of Assets and Liabilities is comprised of cash collateral.
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value, including $185,907 of securities on loan (identified cost, $157,124,764) | | | $216,872,545 | |
Investments in affiliated issuers, at value (identified cost, $1,613,681) | | | 1,613,681 | |
Deposits with brokers for securities sold short | | | 2,998 | |
Receivables for | | | | |
Investments sold | | | 191,056 | |
Fund shares sold | | | 79,826 | |
Interest and dividends | | | 250,869 | |
Other assets | | | 1,668 | |
Total assets | | | $219,012,643 | |
Liabilities | | | | |
Payables for | | | | |
Securities sold short, at value (proceeds received, $578,273) | | | $773,740 | |
Fund shares reacquired | | | 601,523 | |
Collateral for securities loaned, at value (c) | | | 72,014 | |
Payable to affiliates | | | | |
Investment adviser | | | 10,346 | |
Shareholder servicing costs | | | 172 | |
Distribution and/or service fees | | | 1,278 | |
Payable for independent Trustees’ compensation | | | 76 | |
Accrued expenses and other liabilities | | | 62,783 | |
Total liabilities | | | $1,521,932 | |
Net assets | | | $217,490,711 | |
Net assets consist of | | | | |
Paid-in capital | | | $134,837,228 | |
Unrealized appreciation (depreciation) | | | 59,552,319 | |
Accumulated net realized gain (loss) | | | 21,719,846 | |
Undistributed net investment income | | | 1,381,318 | |
Net assets | | | $217,490,711 | |
Shares of beneficial interest outstanding | | | 8,646,547 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $171,038,078 | | | | 6,785,499 | | | | $25.21 | |
Service Class | | | 46,452,633 | | | | 1,861,048 | | | | 24.96 | |
(c) | Non-cash collateral is not included. |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $3,270,861 | |
Dividends from affiliated issuers | | | 14,832 | |
Income on securities loaned | | | 5,548 | |
Interest | | | 5,067 | |
Foreign taxes withheld | | | (7,824 | ) |
Total investment income | | | $3,288,484 | |
Expenses | | | | |
Management fee | | | $1,564,826 | |
Distribution and/or service fees | | | 112,542 | |
Shareholder servicing costs | | | 18,377 | |
Administrative services fee | | | 42,535 | |
Independent Trustees’ compensation | | | 4,614 | |
Custodian fee | | | 13,457 | |
Shareholder communications | | | 64,828 | |
Audit and tax fees | | | 53,829 | |
Legal fees | | | 3,490 | |
Dividend and interest expense on securities sold short | | | 38,903 | |
Miscellaneous | | | 19,995 | |
Total expenses | | | $1,937,396 | |
Reduction of expenses by investment adviser | | | (30,363 | ) |
Net expenses | | | $1,907,033 | |
Net investment income (loss) | | | $1,381,451 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers (s) | | | $22,187,710 | |
Affiliated issuers | | | 84 | |
Foreign currency | | | 66 | |
Net realized gain (loss) | | | $22,187,860 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $22,707,823 | |
Affiliated issuers | | | (87 | ) |
Securities sold short | | | (168,953 | ) |
Translation of assets and liabilities in foreign currencies | | | (18 | ) |
Net unrealized gain (loss) | | | $22,538,765 | |
Net realized and unrealized gain (loss) | | | $44,726,625 | |
Change in net assets from operations | | | $46,108,076 | |
(s) | Realized gain (loss) on investment transactions includes proceeds received from a non-recurring cash settlement in the amount of $1,589,371 from a litigation settlement against Household International, Inc. |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $1,381,451 | | | | $1,868,348 | |
Net realized gain (loss) | | | 22,187,860 | | | | 12,019,027 | |
Net unrealized gain (loss) | | | 22,538,765 | | | | 7,193,963 | |
Change in net assets from operations | | | $46,108,076 | | | | $21,081,338 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(1,852,020 | ) | | | $(1,370,672 | ) |
From net realized gain | | | (12,091,064 | ) | | | (16,033,866 | ) |
Total distributions declared to shareholders | | | $(13,943,084 | ) | | | $(17,404,538 | ) |
Change in net assets from fund share transactions | | | $(13,597,982 | ) | | | $(8,285,325 | ) |
Total change in net assets | | | $18,567,010 | | | | $(4,608,525 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 198,923,701 | | | | 203,532,226 | |
At end of period (including undistributed net investment income of $1,381,318 and $1,905,934, respectively) | | | $217,490,711 | | | | $198,923,701 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $21.67 | | | | $21.28 | | | | $23.40 | | | | $21.49 | | | | $16.12 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.17 | | | | $0.21 | (c) | | | $0.17 | | | | $0.16 | | | | $0.16 | |
Net realized and unrealized gain (loss) | | | 5.04 | | | | 2.16 | | | | (0.35 | ) | | | 2.27 | | | | 5.40 | |
Total from investment operations | | | $5.21 | | | | $2.37 | | | | $(0.18 | ) | | | $2.43 | | | | $5.56 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.23 | ) | | | $(0.17 | ) | | | $(0.13 | ) | | | $(0.18 | ) | | | $(0.19 | ) |
From net realized gain | | | (1.44 | ) | | | (1.81 | ) | | | (1.81 | ) | | | (0.34 | ) | | | — | |
Total distributions declared to shareholders | | | $(1.67 | ) | | | $(1.98 | ) | | | $(1.94 | ) | | | $(0.52 | ) | | | $(0.19 | ) |
Net asset value, end of period (x) | | | $25.21 | | | | $21.67 | | | | $21.28 | | | | $23.40 | | | | $21.49 | |
Total return (%) (k)(r)(s)(x) | | | 24.82 | | | | 11.38 | (c) | | | (0.21 | ) | | | 11.38 | | | | 34.62 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.87 | | | | 0.84 | (c) | | | 0.86 | | | | 0.85 | | | | 0.85 | |
Expenses after expense reductions (f) | | | 0.86 | | | | 0.82 | (c) | | | 0.85 | | | | 0.84 | | | | 0.85 | |
Net investment income (loss) | | | 0.72 | | | | 1.00 | (c) | | | 0.75 | | | | 0.74 | | | | 0.85 | |
Portfolio turnover | | | 39 | | | | 60 | | | | 50 | | | | 48 | | | | 55 | |
Net assets at end of period (000 omitted) | | | $171,038 | | | | $156,040 | | | | $156,450 | | | | $115,826 | | | | $117,044 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) | | | 0.84 | | | | 0.80 | (c) | | | 0.84 | | | | 0.84 | | | | 0.84 | |
See Notes to Financial Statements
14
MFS Core Equity Portfolio
Financial Highlights – continued
| | | | | | | | | | | | | | | | | | | | |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $21.47 | | | | $21.10 | | | | $23.20 | | | | $21.32 | | | | $16.00 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.11 | | | | $0.16 | (c) | | | $0.11 | | | | $0.11 | | | | $0.11 | |
Net realized and unrealized gain (loss) | | | 4.99 | | | | 2.13 | | | | (0.33 | ) | | | 2.24 | | | | 5.36 | |
Total from investment operations | | | $5.10 | | | | $2.29 | | | | $(0.22 | ) | | | $2.35 | | | | $5.47 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.17 | ) | | | $(0.11 | ) | | | $(0.07 | ) | | | $(0.13 | ) | | | $(0.15 | ) |
From net realized gain | | | (1.44 | ) | | | (1.81 | ) | | | (1.81 | ) | | | (0.34 | ) | | | — | |
Total distributions declared to shareholders | | | $(1.61 | ) | | | $(1.92 | ) | | | $(1.88 | ) | | | $(0.47 | ) | | | $(0.15 | ) |
Net asset value, end of period (x) | | | $24.96 | | | | $21.47 | | | | $21.10 | | | | $23.20 | | | | $21.32 | |
Total return (%) (k)(r)(s)(x) | | | 24.50 | | | | 11.07 | (c) | | | (0.40 | ) | | | 11.07 | | | | 34.28 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.12 | | | | 1.09 | (c) | | | 1.11 | | | | 1.10 | | | | 1.10 | |
Expenses after expense reductions (f) | | | 1.11 | | | | 1.07 | (c) | | | 1.10 | | | | 1.09 | | | | 1.10 | |
Net investment income (loss) | | | 0.47 | | | | 0.75 | (c) | | | 0.50 | | | | 0.49 | | | | 0.60 | |
Portfolio turnover | | | 39 | | | | 60 | | | | 50 | | | | 48 | | | | 55 | |
Net assets at end of period (000 omitted) | | | $46,453 | | | | $42,883 | | | | $47,083 | | | | $48,813 | | | | $50,394 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) | | | 1.09 | | | | 1.06 | (c) | | | 1.09 | | | | 1.09 | | | | 1.09 | |
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. Excluding the effect of the proceeds received from a non-recurring litigation settlement against Household International, Inc., the total return for the year ended December 31, 2017 would have been lower by approximately 0.78%. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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 October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities and equity securities held short, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities 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 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
16
MFS Core Equity Portfolio
Notes to Financial Statements – continued
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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $212,939,165 | | | | $— | | | | $— | | | | $212,939,165 | |
Canada | | | 3,843,660 | | | | — | | | | — | | | | 3,843,660 | |
Cayman Islands | | | — | | | | — | | | | 17,706 | | | | 17,706 | |
Mutual Funds | | | 1,685,695 | | | | — | | | | — | | | | 1,685,695 | |
Total | | | $218,468,520 | | | | $— | | | | $17,706 | | | | $218,486,226 | |
Short Sales | | | $(773,740 | ) | | | $— | | | | $— | | | | $(773,740 | ) |
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 12/31/16 | | | $24,495 | |
Change in unrealized appreciation (depreciation) | | | (6,789 | ) |
Balance as of 12/31/17 | | | $17,706 | |
At December 31, 2017, 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.
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.
17
MFS Core Equity Portfolio
Notes to Financial Statements – continued
The derivative instruments used by the fund during the period were purchased options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. 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, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | |
Equity | | Purchased Equity Options | | | $733 | |
(a) | The value of purchased options outstanding is included in investments in unaffiliated issuers, at value, within the fund’s Statement of Assets and Liabilities. |
There is no realized gain (loss) from derivative transactions during the period.
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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Unaffiliated Issuers (Purchased Options) | |
Equity | | | $(88,673 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Purchased Options – The fund purchased call options for a premium. Purchased call 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.
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 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.
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.
18
MFS Core Equity Portfolio
Notes to Financial Statements – continued
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, 2017, this expense amounted to $38,903. 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 $185,907. The fair value of the fund’s investment securities on loan and a related liability of $72,014 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 $115,782. The collateral 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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.
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. On May 3, 2017, the fund received $1,589,371 from a non-recurring litigation settlement against Household International, Inc.
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.
19
MFS Core Equity Portfolio
Notes to Financial Statements – continued
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:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $1,852,020 | | | | $4,326,226 | |
Long-term capital gains | | | 12,091,064 | | | | 13,078,312 | |
Total distributions | | | $13,943,084 | | | | $17,404,538 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $158,601,014 | |
Gross appreciation | | | 63,504,275 | |
Gross depreciation | | | (4,392,803 | ) |
Net unrealized appreciation (depreciation) | | | $59,111,472 | |
Undistributed ordinary income | | | 6,723,244 | |
Undistributed long-term capital gain | | | 16,746,511 | |
Other temporary differences | | | 72,256 | |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $1,539,604 | | | | $1,161,596 | | | | $9,485,664 | | | | $12,468,326 | |
Service Class | | | 312,416 | | | | 209,076 | | | | 2,605,400 | | | | 3,565,540 | |
Total | | | $1,852,020 | | | | $1,370,672 | | | | $12,091,064 | | | | $16,033,866 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period January 1, 2017 to April 27, 2017, the management fee was computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.75% | |
In excess of $1 billion | | | 0.65% | |
The investment adviser had 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 terminated on April 27, 2017. For the period January 1, 2017 to April 27, 2017, 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.
Effective April 28, 2017, the management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.75% | |
In excess of $1 billion and up to $2.5 billion | | | 0.65% | |
In excess of $2.5 billion | | | 0.60% | |
20
MFS Core Equity Portfolio
Notes to Financial Statements – continued
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, 2017, this management fee reduction amounted to $16,711, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.74% of the fund’s average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses (such as short sale dividend and interest expenses incurred in connection with the fund’s investment activity), such that total annual operating expenses do not exceed 0.84% of average daily net assets for the Initial Class shares and 1.09% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2019. For the year ended December 31, 2017, this reduction amounted to $13,652, 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, 2017, the fee was $17,251, which equated to 0.0083% 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, 2017, these costs amounted to $1,126.
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, 2017 was equivalent to an annual effective rate of 0.0204% 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, 2017, the fee paid by the fund under this agreement was $369 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $229,447 and $627,864, respectively. The sales transactions resulted in net realized gains (losses) of $106,037.
For the year ended December 31, 2017, purchases and sales of investments, other than purchased option transactions, short sales, and short-term obligations, aggregated $80,950,629 and $105,214,986, respectively.
21
MFS 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 186,500 | | | | $4,399,901 | | | | 312,480 | | | | $6,600,278 | |
Service Class | | | 170,109 | | | | 3,967,561 | | | | 197,324 | | | | 4,152,675 | |
| | | 356,609 | | | | $8,367,462 | | | | 509,804 | | | | $10,752,953 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 481,874 | | | | $11,025,268 | | | | 644,136 | | | | $13,629,922 | |
Service Class | | | 128,708 | | | | 2,917,816 | | | | 179,915 | | | | 3,774,616 | |
| | | 610,582 | | | | $13,943,084 | | | | 824,051 | | | | $17,404,538 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (1,084,690 | ) | | | $(25,642,366 | ) | | | (1,106,238 | ) | | | $(23,517,430 | ) |
Service Class | | | (435,248 | ) | | | (10,266,162 | ) | | | (611,420 | ) | | | (12,925,386 | ) |
| | | (1,519,938 | ) | | | $(35,908,528 | ) | | | (1,717,658 | ) | | | $(36,442,816 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (416,316 | ) | | | $(10,217,197 | ) | | | (149,622 | ) | | | $(3,287,230 | ) |
Service Class | | | (136,431 | ) | | | (3,380,785 | ) | | | (234,181 | ) | | | (4,998,095 | ) |
| | | (552,747 | ) | | | $(13,597,982 | ) | | | (383,803 | ) | | | $(8,285,325 | ) |
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, 2017, the fund’s commitment fee and interest expense were $1,395 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 1,415,143 | | | | 33,575,311 | | | | (33,376,611 | ) | | | 1,613,843 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $84 | | | $(87 | ) | | | $— | | | | $14,832 | | | | $1,613,681 | |
22
MFS Core Equity Portfolio
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Core Equity Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Core Equity Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
23
MFS Core Equity Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
24
MFS Core Equity Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
25
MFS Core Equity Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Joseph MacDougall | | |
26
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 2nd quintile for the five-year period ended December 31, 2016 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.
27
MFS 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees 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, 2017.
28
MFS Core Equity Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $13,301,000 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.
29
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
30
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
31
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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
| | | | |
Top ten holdings | | | | |
Samsung Electronics Co. Ltd. | | | 5.4% | |
Alibaba Group Holding Ltd., ADR | | | 5.0% | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 4.4% | |
Baidu, Inc., ADR | | | 2.9% | |
Tencent Holdings Ltd. | | | 2.9% | |
Housing Development Finance Corp. Ltd. | | | 2.7% | |
Yum China Holdings, Inc. | | | 2.5% | |
China Construction Bank | | | 2.1% | |
LUKOIL PJSC, ADR | | | 2.1% | |
Banco Bradesco S.A., ADR | | | 2.1% | |
| |
Equity sectors | | | | |
Technology | | | 25.9% | |
Financial Services | | | 24.7% | |
Consumer Staples | | | 8.9% | |
Special Products & Services | | | 8.1% | |
Leisure | | | 6.0% | |
Retailing | | | 5.6% | |
Basic Materials | | | 4.8% | |
Autos & Housing | | | 4.4% | |
Energy | | | 4.2% | |
Transportation | | | 2.4% | |
Utilities & Communications | | | 2.0% | |
Industrial Goods & Services | | | 1.9% | |
Health Care | | | 0.7% | |
| | | | |
Issuer country weightings (x) | | | | |
China | | | 23.7% | |
South Korea | | | 11.5% | |
India | | | 9.0% | |
Brazil | | | 8.8% | |
Taiwan | | | 6.6% | |
Hong Kong | | | 6.4% | |
South Africa | | | 6.1% | |
Mexico | | | 4.6% | |
Russia | | | 3.9% | |
Other Countries | | | 19.4% | |
| |
Currency exposure weightings (y) | | | | |
Hong Kong Dollar | | | 15.5% | |
South Korean Won | | | 11.5% | |
Chinese Renminbi | | | 11.3% | |
United States Dollar | | | 8.9% | |
Brazilian Real | | | 8.8% | |
Indian Rupee | | | 8.0% | |
Taiwan Dollar | | | 6.6% | |
South African Rand | | | 6.1% | |
Mexican Peso | | | 4.6% | |
Other Currencies | | | 18.7% | |
(x) | Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. |
(y) | Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents. |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Emerging Markets Equity Portfolio (“fund”) provided a total return of 37.95%, while Service Class shares of the fund provided a total return of 37.66%. These compare with a return of 37.28% over the same period for the fund’s benchmark, the MSCI Emerging Markets Index (net div).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
The combination of strong security selection and an underweight position in the utilities & communications sector were primary factors lifting performance relative to the MSCI Emerging Markets Index. Within this sector, not holding shares of poor-performing mobile telecommunications provider China Mobile (Hong Kong), and owning shares of electricity provider CESC (b) (India), boosted relative returns. Shareholders of CESC appeared to have reacted favorably to the company’s announcement of a demerger that would split the firm into four distinct entities – Generation, Distribution, Spencer’s Retail and CESC Ventures – effective October 1, 2017.
Favorable stock selection in the autos & housing sector further strengthened relative returns. Within this sector, holding shares of electronic products manufacturer Techtronic Industries (b) (Hong Kong), and not owning shares of poor-performing household goods manufacturer Steinhoff International (South Africa), helped relative results. Shares of Steinhoff International declined, late in the reporting period, as news broke of accounting irregularities at the firm that could place already-reported earnings figures in jeopardy.
Elsewhere, the fund’s overweight positions in commercial vehicle finance services provider Shriram Transport Finance (India), online and mobile commerce company Alibaba Group Holding (China), brewing company China Resources Enterprise (China), snack manufacturer Orion (South Korea) and pulp and paper producer Fibria Celulose (Brazil) benefited relative returns. Holding shares of integrated human resource services provider 51job (b) (China) also helped relative results. Shares of 51job beat the benchmark as strong recruitment revenue growth helped drive robust corporate earnings.
Detractors from Performance
Security selection and an overweight position in the retailing sector hurt relative performance during the reporting period. Within this sector, owning shares of investment holding company Global Brands Group (b)(h) (Hong Kong), and an overweight position in wholesale consumer goods distributor Eurocash (Poland), weighed on relative returns. A tough retail environment, notably in the US, and higher-than-expected operating costs weighed on Global Brands Group’s financial results during the reporting period.
3
MFS Emerging Markets Equity Portfolio
Management Review – continued
Stock selection in the technology sector further hindered relative performance. The fund’s underweight position in internet based, multiple services company Tencent Holdings (China) hurt relative returns as shares outperformed the benchmark. Strong growth in advertising revenue and better-than-expected demand for gaming appeared to have helped fuel investor enthusiasm for Tencent’s shares.
Stocks in other sectors that dampened relative results included overweight positions in integrated oil company LUKOIL (Russia), food producer BRF (Brazil) and travel service provider Ctrip.com International (China), as well as owning shares of palm oil company Astra Agro Lestari (b) (Indonesia) and international oil and gas exploration and production company Gran Tierra Energy (b) (Canada). Not holding shares of personal financial services provider Ping An Insurance Group (China) also weighed on relative returns.
The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
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, also held back relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our funds to have different currency exposure than the benchmark.
Respectfully,
Portfolio Manager(s)
Jose Luis Garcia, Robert Lau, and Harry Purcell
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
Note to Shareholders: Effective July 1, 2017, Harry Purcell became a Portfolio Manager of the Fund.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Emerging Markets Equity Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/05/96 | | 37.95% | | 3.05% | | 0.54% | | |
| | Service Class | | 8/24/01 | | 37.66% | | 2.80% | | 0.28% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | MSCI Emerging Markets Index (net div) (f) | | 37.28% | | 4.35% | | 1.68% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
MSCI Emerging Markets Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the global emerging markets.
It is not possible to invest directly in an index.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 1.40% | | | | $1,000.00 | | | | $1,148.83 | | | | $7.58 | |
| Hypothetical (h) | | | 1.40% | | | | $1,000.00 | | | | $1,018.15 | | | | $7.12 | |
Service Class | | Actual | | | 1.65% | | | | $1,000.00 | | | | $1,147.34 | | | | $8.93 | |
| Hypothetical (h) | | | 1.65% | | | | $1,000.00 | | | | $1,016.89 | | | | $8.39 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Emerging Markets Equity Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($ ) | |
COMMON STOCKS – 99.6% | | | | | | | | |
Airlines – 1.0% | | | | | | | | |
Grupo Aeroportuario del Sureste S.A. de C.V., ADR | | | 3,227 | | | $ | 588,960 | |
| | | | | | | | |
Alcoholic Beverages – 2.6% | | | | | | | | |
AmBev S.A., ADR | | | 99,820 | | | $ | 644,837 | |
China Resources Enterprise Ltd. | | | 244,000 | | | | 876,019 | |
| | | | | | | | |
| | | | | | $ | 1,520,856 | |
| | | | | | | | |
Apparel Manufacturers – 0.6% | | | | | | | | |
Stella International Holdings | | | 232,500 | | | $ | 351,152 | |
| | | | | | | | |
Automotive – 1.3% | | | | | | | | |
Kia Motors Corp. (a) | | | 9,743 | | | $ | 304,881 | |
Mahindra & Mahindra Ltd. | | | 38,752 | | | | 456,020 | |
| | | | | | | | |
| | | | | | $ | 760,901 | |
| | | | | | | | |
Business Services – 1.7% | | | | | | | | |
Cognizant Technology Solutions Corp., “A” | | | 13,884 | | | $ | 986,042 | |
| | | | | | | | |
Cable TV – 2.0% | | | | | | | | |
Naspers Ltd. | | | 4,053 | | | $ | 1,130,483 | |
| | | | | | | | |
Computer Software – Systems – 2.2% | | | | | | | | |
EPAM Systems, Inc. (a) | | | 5,103 | | | $ | 548,215 | |
Globant S.A. (a)(l) | | | 9,831 | | | | 456,748 | |
Linx S.A. | | | 37,300 | | | | 240,863 | |
| | | | | | | | |
| | | | | | $ | 1,245,826 | |
| | | | | | | | |
Construction – 1.8% | | | | | | | | |
PT Indocement Tunggal Prakarsa Tbk | | | 289,100 | | | $ | 467,717 | |
Techtronic Industries Co. Ltd. | | | 83,500 | | | | 544,529 | |
| | | | | | | | |
| | | | | | $ | 1,012,246 | |
| | | | | | | | |
Consumer Products – 0.9% | | | | | | | | |
Dabur India Ltd. | | | 97,020 | | | $ | 531,556 | |
| | | | | | | | |
Consumer Services – 6.4% | | | | | | | | |
51job, Inc., ADR (a) | | | 8,421 | | | $ | 512,418 | |
China Maple Leaf Educational Systems | | | 368,000 | | | | 431,453 | |
Ctrip.com International Ltd., ADR (a) | | | 19,224 | | | | 847,778 | |
Kroton Educacional S.A. | | | 128,700 | | | | 713,901 | |
MakeMyTrip Ltd. (a) | | | 19,632 | | | | 586,015 | |
SEEK Ltd. | | | 41,755 | | | | 619,334 | |
| | | | | | | | |
| | | | | | $ | 3,710,899 | |
| | | | | | | | |
Containers – 0.6% | | | | | | | | |
Lock & Lock Co. Ltd. (a) | | | 13,628 | | | $ | 346,890 | |
| | | | | | | | |
Electrical Equipment – 1.9% | | | | | | | | |
Bharat Heavy Electricals Ltd. | | | 226,492 | | | $ | 328,237 | |
LS Industrial Systems Co. Ltd. (a) | | | 12,390 | | | | 753,434 | |
| | | | | | | | |
| | | | | | $ | 1,081,671 | |
| | | | | | | | |
Electronics – 10.9% | | | | | | | | |
Samsung Electronics Co. Ltd. | | | 1,305 | | | $ | 3,106,011 | |
Silicon Motion Technology Corp., ADR | | | 12,000 | | | | 635,520 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($ ) | |
COMMON STOCKS – continued | |
Electronics – continued | | | | | | | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 332,258 | | | $ | 2,562,401 | |
| | | | | | | | |
| | | | | | $ | 6,303,932 | |
| | | | | | | | |
Energy – Independent – 1.1% | | | | | |
Gran Tierra Energy, Inc. (a) | | | 132,034 | | | $ | 358,183 | |
Ultrapar Participacoes S.A. | | | 12,403 | | | | 280,433 | |
| | | | | | | | |
| | | | | | $ | 638,616 | |
| | | | | | | | |
Energy – Integrated – 2.6% | | | | | | | | |
LUKOIL PJSC, ADR | | | 21,481 | | | $ | 1,229,143 | |
YPF S.A., ADR | | | 10,880 | | | | 249,261 | |
| | | | | | | | |
| | | | | | $ | 1,478,404 | |
| | | | | | | | |
Food & Beverages – 4.8% | | | | | | | | |
AVI Ltd. | | | 110,278 | | | $ | 985,438 | |
BRF S.A. (a) | | | 35,054 | | | | 386,777 | |
Orion Corp. (a) | | | 6,465 | | | | 631,070 | |
Tingyi (Cayman Islands) Holding Corp. | | | 386,000 | | | | 750,968 | |
| | | | | | | | |
| | | | | | $ | 2,754,253 | |
| | | | | | | | |
Food & Drug Stores – 2.0% | | | | | | | | |
Clicks Group Ltd. | | | 28,203 | | | $ | 412,884 | |
Dairy Farm International Holdings Ltd. | | | 55,200 | | | | 433,872 | |
Eurocash S.A. | | | 44,034 | | | | 334,845 | |
| | | | | | | | |
| | | | | | $ | 1,181,601 | |
| | | | | | | | |
Forest & Paper Products – 1.4% | | | | | | | | |
Fibria Celulose S.A. | | | 44,636 | | | $ | 643,886 | |
Suzano Papel e Celulose | | | 32,500 | | | | 183,119 | |
| | | | | | | | |
| | | | | | $ | 827,005 | |
| | | | | | | | |
Furniture & Appliances – 1.4% | | | | | | | | |
Coway Co. Ltd. | | | 8,610 | | | $ | 785,761 | |
| | | | | | | | |
Gaming & Lodging – 0.5% | | | | | | | | |
Genting Berhad | | | 130,700 | | | $ | 297,119 | |
| | | | | | | | |
General Merchandise – 0.5% | | | | | | | | |
S.A.C.I. Falabella | | | 26,024 | | | $ | 259,407 | |
| | | | | | | | |
Insurance – 2.1% | | | | | | | | |
AIA Group Ltd. | | | 113,400 | | | $ | 967,395 | |
Samsung Fire & Marine Insurance | | | | | | | | |
Co. Ltd. (a) | | | 1,057 | | | | 263,620 | |
| | | | | | | | |
| | | | | | $ | 1,231,015 | |
| | | | | | | | |
Internet – 11.5% | | | | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 16,651 | | | $ | 2,871,132 | |
Baidu, Inc., ADR (a) | | | 7,115 | | | | 1,666,404 | |
NAVER Corp. (a) | | | 578 | | | | 469,721 | |
Tencent Holdings Ltd. | | | 31,800 | | | | 1,652,509 | |
| | | | | | | | |
| | | | | | $ | 6,659,766 | |
| | | | | | | | |
7
MFS Emerging Markets Equity Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($ ) | |
COMMON STOCKS – continued | |
Major Banks – 3.4% | |
China Construction Bank | | | 1,341,670 | | | $ | 1,236,428 | |
Industrial & Commercial Bank of China, “H” | | | 931,000 | | | | 749,533 | |
| | | | | | | | |
| | | | | | $ | 1,985,961 | |
| | | | | | | | |
Metals & Mining – 1.4% | |
Vale S.A., ADR | | | 66,549 | | | $ | 813,894 | |
| | | | | | | | |
Network & Telecom – 1.3% | | | | | | | | |
VTech Holdings Ltd. | | | 56,600 | | | $ | 741,834 | |
| | | | | | | | |
Oil Services – 0.5% | | | | | | | | |
Lamprell PLC (a) | | | 269,411 | | | $ | 285,289 | |
| | | | | | | | |
Other Banks & Diversified Financials – 17.4% | |
Banco Bradesco S.A., ADR | | | 115,876 | | | $ | 1,186,570 | |
Barclays Africa Group Ltd. | | | 25,852 | | | | 380,263 | |
Credicorp Ltd. | | | 1,935 | | | | 401,377 | |
E.Sun Financial Holding Co. Ltd. | | | 961,045 | | | | 610,372 | |
Grupo Financiero Banorte S.A. de C.V. | | | 68,620 | | | | 376,315 | |
Grupo Financiero Inbursa S.A. de C.V. | | | 432,325 | | | | 706,232 | |
Housing Development Finance Corp. Ltd. | | | 58,285 | | | | 1,561,876 | |
Kasikornbank Co. Ltd. | | | 105,100 | | | | 770,755 | |
Komercni Banka A.S. | | | 5,056 | | | | 217,257 | |
Kotak Mahindra Bank Ltd. | | | 14,908 | | | | 235,949 | |
Metropolitan Bank & Trust Co. | | | 301,110 | | | | 611,630 | |
PT Bank Central Asia Tbk | | | 219,600 | | | | 354,468 | |
Public Bank Berhad | | | 99,300 | | | | 509,872 | |
Sberbank of Russia | | | 154,328 | | | | 603,132 | |
Shriram Transport Finance Co. Ltd. | | | 44,332 | | | | 1,028,921 | |
Turkiye Sinai Kalkinma Bankasi A.S. | | | 670,494 | | | | 254,719 | |
Union National Bank | | | 211,763 | | | | 219,100 | |
| | | | | | | | |
| | | | | | $ | 10,028,808 | |
| | | | | | | | |
Pharmaceuticals – 0.6% | |
Genomma Lab Internacional S.A., “B” (a) | | | 356,446 | | | $ | 371,991 | |
| | | | | | | | |
Railroad & Shipping – 0.3% | |
GMexico Transportes S.A.B. de C.V (a) | | | 119,000 | | | $ | 183,016 | |
| | | | | | | | |
Real Estate – 1.8% | |
Aldar Properties PJSC | | | 392,769 | | | $ | 235,271 | |
Concentradora Fibra Hotelera Mexicana | | | | | | | | |
S.A. de C.V., REIT | | | 252,785 | | | | 149,775 | |
Hang Lung Properties Ltd. | | | 265,000 | | | | 647,843 | |
| | | | | | | | |
| | | | | | $ | 1,032,889 | |
| | | | | | | | |
Restaurants – 3.6% | |
Alsea S.A.B. de C.V. | | | 75,467 | | | $ | 247,060 | |
Jollibee Foods Corp. | | | 68,490 | | | | 347,115 | |
Yum China Holdings, Inc. | | | 36,526 | | | | 1,461,770 | |
| | | | | | | | |
| | | | | | $ | 2,055,945 | |
| | | | | | | | |
Specialty Chemicals – 1.3% | |
Astra Agro Lestari | | | 316,500 | | | $ | 306,761 | |
PTT Global Chemical PLC | | | 180,000 | | | | 469,469 | |
| | | | | | | | |
| | | | | | $ | 776,230 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($ ) | |
COMMON STOCKS – continued | |
Specialty Stores – 2.5% | |
Dufry AG (a) | | | 5,398 | | | $ | 802,679 | |
JD.com, Inc., ADR (a) | | | 14,734 | | | | 610,282 | |
| | | | | | | | |
| | | | | | $ | 1,412,961 | |
| | | | | | | | |
Telecommunications – Wireless – 0.7% | |
Mobile TeleSystems PJSC, ADR | | | 37,894 | | | $ | 386,140 | |
| | | | | | | | |
Telephone Services – 0.5% | | | | | | | | |
PT XL Axiata Tbk (a) | | | 1,267,200 | | | $ | 276,463 | |
| | | | | | | | |
Tobacco – 0.6% | | | | | | | | |
PT Hanjaya Mandala Sampoerna Tbk | | | 930,750 | | | $ | 324,485 | |
| | | | | | | | |
Trucking – 1.1% | | | | | | | | |
Emergent Capital, Inc. | | | 29,435 | | | $ | 623,648 | |
| | | | | | | | |
Utilities – Electric Power – 0.8% | | | | | | | | |
CESC Ltd. | | | 28,689 | | | $ | 471,052 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $38,161,075) | | | | | | $ | 57,454,967 | |
| | | | | | | | |
|
INVESTMENT COMPANIES (h) – 0.8% | |
Money Market Funds – 0.8% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $439,896) | | | 439,940 | | | $ | 439,896 | |
| | | | | | | | |
|
COLLATERAL FOR SECURITIES LOANED – 0.3% | |
State Street Navigator Securities Lending Government Money Market Portfolio, 1.3% (j) (Identified Cost, $191,582) | | | 191,582 | | | $ | 191,582 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.7)% | | | | | | | (395,281 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 57,691,164 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $439,896 and $57,646,549, respectively. |
(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) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
PJSC | | Public Joint Stock Company |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
See Notes to Financial Statements
8
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value, including $190,393 of securities on loan (identified cost, $38,352,657) | | | $57,646,549 | |
Investments in affiliated issuers, at value (identified cost, $439,896) | | | 439,896 | |
Foreign currency, at value (identified cost, $52,342) | | | 57,435 | |
Receivables for | | | | |
Fund shares sold | | | 17,327 | |
Interest and dividends | | | 75,290 | |
Other assets | | | 695 | |
Total assets | | | $58,237,192 | |
Liabilities | | | | |
Payables for | | | | |
Investments purchased | | | $58,995 | |
Fund shares reacquired | | | 39,202 | |
Collateral for securities loaned, at value | | | 191,582 | |
Payable to affiliates | | | | |
Investment adviser | | | 32,135 | |
Shareholder servicing costs | | | 76 | |
Distribution and/or service fees | | | 810 | |
Payable for independent Trustees’ compensation | | | 43 | |
Deferred country tax expense payable | | | 101,819 | |
Accrued expenses and other liabilities | | | 121,366 | |
Total liabilities | | | $546,028 | |
Net assets | | | $57,691,164 | |
Net assets consist of | | | | |
Paid-in capital | | | $40,427,497 | |
Unrealized appreciation (depreciation) (net of $81,262 deferred country tax) | | | 19,212,555 | |
Accumulated net realized gain (loss) | | | (2,061,442 | ) |
Undistributed net investment income | | | 112,554 | |
Net assets | | | $57,691,164 | |
Shares of beneficial interest outstanding | | | 3,381,696 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $28,026,216 | | | | 1,630,038 | | | | $17.19 | |
Service Class | | | 29,664,948 | | | | 1,751,658 | | | | 16.94 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
See Notes to Financial Statements
9
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $1,046,574 | |
Dividends from affiliated issuers | | | 7,888 | |
Income on securities loaned | | | 682 | |
Foreign taxes withheld | | | (95,038 | ) |
Total investment income | | | $960,106 | |
Expenses | | | | |
Management fee | | | $555,351 | |
Distribution and/or service fees | | | 68,345 | |
Shareholder servicing costs | | | 8,201 | |
Administrative services fee | | | 17,988 | |
Independent Trustees’ compensation | | | 1,223 | |
Custodian fee | | | 110,564 | |
Shareholder communications | | | 16,833 | |
Audit and tax fees | | | 84,096 | |
Legal fees | | | 1,707 | |
Miscellaneous | | | 11,954 | |
Total expenses | | | $876,262 | |
Reduction of expenses by investment adviser | | | (66,494 | ) |
Net expenses | | | $809,768 | |
Net investment income (loss) | | | $150,338 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers (net of $52,027 country tax) | | | $2,942,675 | |
Affiliated issuers | | | (175 | ) |
Foreign currency | | | (3,412 | ) |
Net realized gain (loss) | | | $2,939,088 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers (net of $73,417 increase in deferred country tax) | | | $13,593,543 | |
Affiliated issuers | | | (34 | ) |
Translation of assets and liabilities in foreign currencies | | | (90 | ) |
Net unrealized gain (loss) | | | $13,593,419 | |
Net realized and unrealized gain (loss) | | | $16,532,507 | |
Change in net assets from operations | | | $16,682,845 | |
See Notes to Financial Statements
10
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $150,338 | | | | $562,702 | |
Net realized gain (loss) | | | 2,939,088 | | | | (1,465,644 | ) |
Net unrealized gain (loss) | | | 13,593,419 | | | | 5,285,909 | |
Change in net assets from operations | | | $16,682,845 | | | | $4,382,967 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(514,014 | ) | | | $(238,033 | ) |
Change in net assets from fund share transactions | | | $(5,389,683 | ) | | | $(8,575,574 | ) |
Total change in net assets | | | $10,779,148 | | | | $(4,430,640 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 46,912,016 | | | | 51,342,656 | |
At end of period (including undistributed net investment income of $112,554 and $508,727, respectively) | | | $57,691,164 | | | | $46,912,016 | |
See Notes to Financial Statements
11
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.59 | | | | $11.59 | | | | $13.46 | | | | $14.51 | | | | $15.56 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.06 | | | | $0.15 | (c) | | | $0.10 | | | | $0.13 | | | | $0.12 | |
Net realized and unrealized gain (loss) | | | 4.71 | | | | 0.93 | | | | (1.84 | ) | | | (1.08 | ) | | | (0.93 | ) |
Total from investment operations | | | $4.77 | | | | $1.08 | | | | $(1.74 | ) | | | $(0.95 | ) | | | $(0.81 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.17 | ) | | | $(0.08 | ) | | | $(0.13 | ) | | | $(0.10 | ) | | | $(0.24 | ) |
Net asset value, end of period (x) | | | $17.19 | | | | $12.59 | | | | $11.59 | | | | $13.46 | | | | $14.51 | |
Total return (%) (k)(r)(s)(x) | | | 37.98 | | | | 9.28 | (c) | | | (12.89 | ) | | | (6.66 | ) | | | (5.09 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.53 | | | | 1.34 | (c) | | | 1.65 | | | | 1.48 | | | | 1.46 | |
Expenses after expense reductions (f) | | | 1.40 | | | | 1.13 | (c) | | | 1.40 | | | | 1.40 | | | | 1.40 | |
Net investment income (loss) | | | 0.41 | | | | 1.29 | (c) | | | 0.74 | | | | 0.89 | | | | 0.78 | |
Portfolio turnover | | | 27 | | | | 47 | | | | 51 | | | | 49 | | | | 36 | |
Net assets at end of period (000 omitted) | | | $28,026 | | | | $22,605 | | | | $25,665 | | | | $33,752 | | | | $45,293 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.41 | | | | $11.42 | | | | $13.24 | | | | $14.29 | | | | $15.32 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.02 | | �� | | $0.12 | (c) | | | $0.06 | | | | $0.10 | | | | $0.08 | |
Net realized and unrealized gain (loss) | | | 4.64 | | | | 0.91 | | | | (1.80 | ) | | | (1.09 | ) | | | (0.90 | ) |
Total from investment operations | | | $4.66 | | | | $1.03 | | | | $(1.74 | ) | | | $(0.99 | ) | | | $(0.82 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.13 | ) | | | $(0.04 | ) | | | $(0.08 | ) | | | $(0.06 | ) | | | $(0.21 | ) |
Net asset value, end of period (x) | | | $16.94 | | | | $12.41 | | | | $11.42 | | | | $13.24 | | | | $14.29 | |
Total return (%) (k)(r)(s)(x) | | | 37.66 | | | | 9.04 | (c) | | | (13.08 | ) | | | (6.99 | ) | | | (5.28 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.78 | | | | 1.58 | (c) | | | 1.90 | | | | 1.73 | | | | 1.71 | |
Expenses after expense reductions (f) | | | 1.65 | | | | 1.37 | (c) | | | 1.65 | | | | 1.65 | | | | 1.65 | |
Net investment income (loss) | | | 0.16 | | | | 1.02 | (c) | | | 0.46 | | | | 0.70 | | | | 0.56 | |
Portfolio turnover | | | 27 | | | | 47 | | | | 51 | | | | 49 | | | | 36 | |
Net assets at end of period (000 omitted) | | | $29,665 | | | | $24,307 | | | | $25,678 | | | | $31,419 | | | | $39,617 | |
See Notes to Financial Statements
12
MFS Emerging Markets Equity Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
13
MFS Emerging Markets Equity Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS Emerging Markets Equity Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
(2) | | Significant Accounting Policies |
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities, including securities of emerging market issuers. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industry, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability than developed markets.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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
14
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
China | | | $13,666,694 | | | | $— | | | | $— | | | | $13,666,694 | |
South Korea | | | 6,661,390 | | | | — | | | | — | | | | 6,661,390 | |
India | | | 5,199,626 | | | | — | | | | — | | | | 5,199,626 | |
Brazil | | | 5,094,280 | | | | — | | | | — | | | | 5,094,280 | |
Taiwan | | | 3,808,293 | | | | — | | | | — | | | | 3,808,293 | |
Hong Kong | | | 3,686,625 | | | | — | | | | — | | | | 3,686,625 | |
South Africa | | | 3,532,717 | | | | — | | | | — | | | | 3,532,717 | |
Mexico | | | 2,623,348 | | | | — | | | | — | | | | 2,623,348 | |
Russia | | | 1,615,283 | | | | 603,133 | | | | — | | | | 2,218,416 | |
Other Countries | | | 10,208,820 | | | | 754,758 | | | | — | | | | 10,963,578 | |
Mutual Funds | | | 631,478 | | | | — | | | | — | | | | 631,478 | |
Total | | | $56,728,554 | | | | $1,357,891 | | | | $— | | | | $58,086,445 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 1 investments presented above, equity investments amounting to $22,074,194 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 using other observable market-based inputs. 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 Emerging Markets Equity 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 $190,393. The fair value of the fund’s investment securities on loan and a related liability of $191,582 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral 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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.
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.
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:
| | | | | | | | |
| | Year ended | | | Year ended | |
| | 12/31/17 | | | 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $514,014 | | | | $238,033 | |
16
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $39,731,343 | |
Gross appreciation | | | 19,525,590 | |
Gross depreciation | | | (1,170,488 | ) |
Net unrealized appreciation (depreciation) | | | $18,355,102 | |
Undistributed ordinary income | | | 117,221 | |
Capital loss carryforwards | | | (1,183,356 | ) |
Other temporary differences | | | (25,300 | ) |
As of December 31, 2017, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
| | | | |
Short-Term | | | $(291,211 | ) |
Long-Term | | | (892,145 | ) |
Total | | | $(1,183,356 | ) |
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 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $275,094 | | | | $144,716 | |
Service Class | | | 238,920 | | | | 93,317 | |
Total | | | $514,014 | | | | $238,033 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $500 million | | | 1.05% | |
In excess of $500 million | | | 1.00% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $4,241, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 1.04% of the fund’s average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 1.40% 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, 2019. For the year ended December 31, 2017, this reduction amounted to $62,253, 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
17
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
participating insurance companies and plan sponsors) in connection with the sale and distribution of the Service Class shares. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
Shareholder Servicing Agent – MFS Service Center, Inc. (MFSC), a wholly-owned subsidiary of MFS, receives a fee from the fund for its services as shareholder servicing agent. For the year ended December 31, 2017, the fee was $7,385, which equated to 0.0140% 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, 2017, these costs amounted to $816.
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, 2017 was equivalent to an annual effective rate of 0.0340% 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, 2017, the fee paid by the fund under this agreement was $92 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $157,532 and $101,580, respectively. The sales transactions resulted in net realized gains (losses) of $8,035.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $14,206,302 and $19,808,145, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 143,495 | | | | $2,218,204 | | | | 82,859 | | | | $1,001,097 | |
Service Class | | | 310,949 | | | | 4,666,469 | | | | 209,572 | | | | 2,513,199 | |
| | | 454,444 | | | | $6,884,673 | | | | 292,431 | | | | $3,514,296 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 17,302 | | | | $275,094 | | | | 11,192 | | | | $144,716 | |
Service Class | | | 15,237 | | | | 238,920 | | | | 7,319 | | | | 93,317 | |
| | | 32,539 | | | | $514,014 | | | | 18,511 | | | | $238,033 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (325,734 | ) | | | $(4,881,282 | ) | | | (513,729 | ) | | | $(6,239,751 | ) |
Service Class | | | (533,229 | ) | | | (7,907,088 | ) | | | (506,841 | ) | | | (6,088,152 | ) |
| | | (858,963 | ) | | | $(12,788,370 | ) | | | (1,020,570 | ) | | | $(12,327,903 | ) |
18
MFS Emerging Markets Equity Portfolio
Notes to Financial Statements – continued
| | | | | | | | | | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (164,937 | ) | | | $(2,387,984 | ) | | | (419,678 | ) | | | $(5,093,938 | ) |
Service Class | | | (207,043 | ) | | | (3,001,699 | ) | | | (289,950 | ) | | | (3,481,636 | ) |
| | | (371,980 | ) | | | $(5,389,683 | ) | | | (709,628 | ) | | | $(8,575,574 | ) |
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 7% 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, 2017, the fund’s commitment fee and interest expense were $350 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 335,595 | | | | 13,813,771 | | | | (13,709,426 | ) | | | 439,940 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(175) | | | $(34 | ) | | | $— | | | | $7,888 | | | | $439,896 | |
19
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Emerging Markets Equity Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
20
MFS Emerging Markets Equity Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
21
MFS Emerging Markets Equity Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
22
MFS Emerging Markets Equity Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Jose Luis Garcia Robert Lau Harry Purcell | | |
23
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 3rd quintile for the one-year period and the 5th quintile for the five-year period ended December 31, 2016 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 and the Fund’s
24
MFS Emerging Markets Equity Portfolio
Board Review of Investment Advisory Agreement – continued
retail counterpart, including assigning an additional portfolio manager for the Fund effective July 1, 2017. In addition, the Trustees requested that they receive a separate update on the Fund’s retail counterpart at each of their regular meetings. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund’s retail counterpart.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was lower than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $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.
25
MFS Emerging Markets Equity Portfolio
Board Review of Investment Advisory Agreement – continued
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
Income derived from foreign sources was $1,027,578. The fund intends to pass through foreign tax credits of $133,422 for the fiscal year.
27
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
28
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
29
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | 57.2% | |
U.S. Treasury Securities | | | 34.0% | |
Emerging Markets Bonds | | | 1.0% | |
Mortgage-Backed Securities | | | 0.6% | |
U.S. Government Agencies | | | 0.4% | |
Investment Grade Corporates | | | 0.3% | |
Commercial Mortgage-Backed Securities (o) | | | 0.0% | |
|
Composition including fixed income credit quality (a)(i) | |
AAA | | | 7.5% | |
AA | | | 13.8% | |
A | | | 13.2% | |
BBB | | | 16.6% | |
BB | | | 7.4% | |
C (o) | | | 0.0% | |
U.S. Government | | | 34.0% | |
Federal Agencies | | | 1.0% | |
Cash & Cash Equivalents | | | 6.6% | |
Other | | | (0.1)% | |
| | | | |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 7.6 | |
Average Effective Maturity (m) | | | 10.2 yrs. | |
| |
Issuer country weightings (i)(x) | | | | |
United States | | | 41.5% | |
Japan | | | 12.2% | |
Italy | | | 11.4% | |
United Kingdom | | | 8.1% | |
Portugal | | | 7.4% | |
Spain | | | 5.2% | |
France | | | 4.2% | |
Canada | | | 4.1% | |
Australia | | | 2.6% | |
Other Countries | | | 3.3% | |
| |
Currency exposure weightings (i)(y) | | | | |
United States Dollar | | | 37.2% | |
Euro | | | 29.3% | |
Japanese Yen | | | 19.5% | |
British Pound Sterling | | | 6.9% | |
Australian Dollar | | | 1.7% | |
Swedish Krona | | | 1.4% | |
Malaysian Ringgit | | | 1.0% | |
Indian Rupee | | | 1.0% | |
Norwegian Krone | | | 1.0% | |
Other Currencies | | | 1.0% | |
(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 or may not have held all of these instruments on this date. The fund is not rated by these agencies. |
(d) | | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
2
MFS Global Governments Portfolio
Portfolio Composition – continued
(i) | | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
(m) | | In determining 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 and Other. |
(y) | | Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents and Other. |
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Global Governments Portfolio (“fund”) provided a total return of 6.99%, while Service Class shares of the fund provided a total return of 6.71%. These compare with a return of 6.83% for the fund’s benchmark, the JPMorgan Global Government Bond Index (Unhedged).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Factors Affecting Performance
During the reporting period, the fund’s currency exposure was the largest detractor from performance relative to the JPMorgan Global Government Bond Index (Unhedged), most notably an underweight exposure to both the British pound and Chinese offshore yuan, as well as an overweight exposure to the Japanese yen. An underweight exposure to French bonds also held back relative returns.
Conversely, the fund’s exposure to Portugal (which is not represented in the benchmark) contributed to relative performance as that market outperformed the benchmark. A longer duration (d) exposure to the Norwegian, Japanese and New Zealand yield curves (y) also contributed to relative returns. Additionally, an overweight currency exposure to the Swedish krone, and an underweight currency exposure to the New Zealand dollar, buoyed relative performance. Security selection within the United States and Italy were additional positive factors for relative returns.
Respectfully,
Portfolio Manager(s)
Matt Ryan and Erik Weisman
(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. |
(y) | A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Global Governments Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/16/88 | | 6.99% | | (0.27)% | | 2.36% | | |
| | Service Class | | 8/24/01 | | 6.71% | | (0.51)% | | 2.11% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | JPMorgan Global Government Bond Index (Unhedged) (f) | | 6.83% | | 0.32% | | 2.97% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
JPMorgan Global Government Bond Index (Unhedged) – measures developed government bond markets around the world.
It is not possible to invest directly in an index.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented.
Performance results reflect any applicable expense subsidies and waivers in effect during the periods shown. Without such subsidies and waivers the fund’s performance results would be less favorable. Please see the prospectus and financial statements for complete details. All results are historical and assume the reinvestment of any dividends and capital gains distributions.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
5
MFS Global Governments Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period, July 1, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.85% | | | | $1,000.00 | | | | $1,026.24 | | | | $4.34 | |
| Hypothetical (h) | | | 0.85% | | | | $1,000.00 | | | | $1,020.92 | | | | $4.33 | |
Service Class | | Actual | | | 1.10% | | | | $1,000.00 | | | | $1,023.76 | | | | $5.61 | |
| Hypothetical (h) | | | 1.10% | | | | $1,000.00 | | | | $1,019.66 | | | | $5.60 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Global Governments Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – 92.8% | |
Foreign Bonds – 58.0% | |
Australia – 2.6% | |
Commonwealth of Australia, 5.5%, 4/21/2023 | | AUD | 1,800,000 | | | $ | 1,621,188 | |
Commonwealth of Australia, 4.25%, 4/21/2026 | | | 1,300,000 | | | | 1,139,856 | |
Commonwealth of Australia, 3.25%, 4/21/2029 | | | 600,000 | | | | 491,974 | |
Commonwealth of Australia, 4.5%, 4/21/2033 | | | 750,000 | | | | 699,416 | |
Commonwealth of Australia, 3%, 3/21/2047 | | | 250,000 | | | | 182,006 | |
| | | | | | | | |
| | | | | | $ | 4,134,440 | |
| | | | | | | | |
Belgium – 0.4% | |
Kingdom of Belgium, 4.25%, 3/28/2041 | | EUR | 235,000 | | | $ | 439,679 | |
Kingdom of Belgium, 1.6%, 6/22/2047 | | | 125,000 | | | | 146,831 | |
Kingdom of Belgium, 2.15%, 6/22/2066 | | | 100,000 | | | | 126,799 | |
| | | | | | | | |
| | | | | | $ | 713,309 | |
| | | | | | | | |
Canada – 4.1% | |
Government of Canada, 0.75%, 9/01/2020 | | CAD | 1,000,000 | | | $ | 775,410 | |
Government of Canada, 0.5%, 3/01/2022 | | | 5,250,000 | | | | 3,954,540 | |
Government of Canada, 1.5%, 6/01/2026 | | | 1,650,000 | | | | 1,259,251 | |
Government of Canada, 4%, 6/01/2041 | | | 500,000 | | | | 521,460 | |
Government of Canada, 2.75%, 12/01/2048 | | | 50,000 | | | | 44,033 | |
| | | | | | | | |
| | | | | | $ | 6,554,694 | |
| | | | | | | | |
Denmark – 0.3% | |
Kingdom of Denmark, 4.5%, 11/15/2039 | | DKK | 1,500,000 | | | $ | 408,146 | |
| | | | | | | | |
France – 4.1% | |
Republic of France, 2.5%, 10/25/2020 | | EUR | 2,035,000 | | | $ | 2,642,576 | |
Republic of France, 1.75%, 5/25/2023 | | | 1,175,000 | | | | 1,544,461 | |
Republic of France, 4.5%, 4/25/2041 | | | 969,000 | | | | 1,855,598 | |
Republic of France, 4%, 4/25/2055 | | | 210,000 | | | | 398,123 | |
Republic of France, 1.75%, 5/25/2066 | | | 150,000 | | | | 170,381 | |
| | | | | | | | |
| | | | | | $ | 6,611,139 | |
| | | | | | | | |
Germany – 0.2% | |
Federal Republic of Germany, 2.5%, 7/04/2044 | | EUR | 135,000 | | | $ | 210,600 | |
Federal Republic of Germany, 2.5%, 8/15/2046 | | | 65,000 | | �� | | 102,322 | |
| | | | | | | | |
| | | | | | $ | 312,922 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | |
Foreign Bonds – continued | |
Italy – 11.3% | |
Buoni del Tesoro Poliennali, 3.25%, 9/01/2046 | | EUR | 350,000 | | | $ | 427,636 | |
Republic of Italy, 3.75%, 3/01/2021 | | | 3,299,000 | | | | 4,392,109 | |
Republic of Italy, 5.5%, 9/01/2022 | | | 2,195,000 | | | | 3,211,807 | |
Republic of Italy, 2.5%, 12/01/2024 | | | 3,380,000 | | | | 4,346,683 | |
Republic of Italy, 1.6%, 6/01/2026 | | | 1,000,000 | | | | 1,183,699 | |
Republic of Italy, 4.75%, 9/01/2028 | | | 1,421,000 | | | | 2,130,445 | |
Republic of Italy, 1.65%, 3/01/2032 | | | 600,000 | | | | 651,518 | |
Republic of Italy, 5%, 9/01/2040 | | | 1,143,000 | | | | 1,792,621 | |
| | | | | | | | |
| | | | | | $ | 18,136,518 | |
| | | | | | | | |
Japan – 12.1% | |
Government of Japan, 2.2%, 9/20/2027 | | JPY | 270,900,000 | | | $ | 2,906,654 | |
Government of Japan, 1.7%, 9/20/2032 | | | 720,000,000 | | | | 7,681,874 | |
Government of Japan, 1.5%, 3/20/2034 | | | 366,000,000 | | | | 3,823,519 | |
Government of Japan, 2.4%, 3/20/2037 | | | 215,600,000 | | | | 2,562,669 | |
Government of Japan, 1.8%, 3/20/2043 | | | 193,000,000 | | | | 2,142,724 | |
Government of Japan, 2%, 3/20/2052 | | | 28,900,000 | | | | 340,883 | |
| | | | | | | | |
| | | | | | $ | 19,458,323 | |
| | | | | | | | |
Malaysia – 1.0% | |
Government of Malaysia, 3.58%, 9/28/2018 | | MYR | 6,500,000 | | | $ | 1,615,312 | |
| | | | | | | | |
Netherlands – 0.3% | |
Kingdom of the Netherlands, 3.5%, 7/15/2020 | | EUR | 361,000 | | | $ | 477,617 | |
Kingdom of the Netherlands, 2.75%, 1/15/2047 | | | 50,000 | | | | 81,622 | |
| | | | | | | | |
| | | | | | $ | 559,239 | |
| | | | | | | | |
New Zealand – 1.0% | |
Government of New Zealand, 4.5%, 4/15/2027 | | NZD | 1,000,000 | | | $ | 810,299 | |
Government of New Zealand, 3.5%, 4/14/2033 | | | 1,150,000 | | | | 856,437 | |
| | | | | | | | |
| | | | | | $ | 1,666,736 | |
| | | | | | | | |
Portugal – 7.4% | |
Republic of Portugal, 4.8%, 6/15/2020 | | EUR | 1,500,000 | | | $ | 2,009,483 | |
Republic of Portugal, 4.95%, 10/25/2023 | | | 4,450,000 | | | | 6,567,594 | |
Republic of Portugal, 2.875%, 10/15/2025 | | | 1,600,000 | | | | 2,115,229 | |
Republic of Portugal, 4.125%, 4/14/2027 | | | 800,000 | | | | 1,137,724 | |
| | | | | | | | |
| | | | | | $ | 11,830,030 | |
| | | | | | | | |
7
MFS Global Governments Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Foreign Bonds – continued | | | | | | | | |
Spain – 5.1% | | | | | | | | |
Kingdom of Spain, 4.6%, 7/30/2019 | | EUR | 1,000,000 | | | $ | 1,293,097 | |
Kingdom of Spain, 5.4%, 1/31/2023 | | | 1,192,000 | | | | 1,786,972 | |
Kingdom of Spain, 2.75%, 10/31/2024 | | | 1,800,000 | | | | 2,434,446 | |
Kingdom of Spain, 5.15%, 10/31/2028 | | | 1,520,000 | | | | 2,442,941 | |
Kingdom of Spain, 4.7%, 7/30/2041 | | | 180,000 | | | | 295,797 | |
| | | | | | | | |
| | | | | | $ | 8,253,253 | |
| | | | | | | | |
United Kingdom – 8.1% | | | | | | | | |
HSBC Bank PLC, FLR 2.055%, (U.S. LIBOR-3mo. + 0.64%), 5/15/2018 (n) | | $ | 403,000 | | | $ | 403,667 | |
United Kingdom Treasury, 4.75%, 3/07/2020 | | GBP | 1,256,000 | | | | 1,854,512 | |
United Kingdom Treasury, 1.75%, 9/07/2022 | | | 1,366,000 | | | | 1,931,542 | |
United Kingdom Treasury, 4.25%, 12/07/2027 | | | 1,098,000 | | | | 1,906,050 | |
United Kingdom Treasury, 4.25%, 6/07/2032 | | | 71,000 | | | | 129,862 | |
United Kingdom Treasury, 4.25%, 3/07/2036 | | | 438,000 | | | | 831,209 | |
United Kingdom Treasury, 4.25%, 12/07/2040 | | | 627,000 | | | | 1,245,352 | |
United Kingdom Treasury, 3.25%, 1/22/2044 | | | 1,080,000 | | | | 1,898,966 | |
United Kingdom Treasury, 3.75%, 7/22/2052 | | | 714,000 | | | | 1,484,283 | |
United Kingdom Treasury, 4%, 1/22/2060 | | | 405,000 | | | | 946,639 | |
United Kingdom Treasury, 3.5%, 7/22/2068 | | | 150,000 | | | | 338,109 | |
| | | | | | | | |
| | | | | | $ | 12,970,191 | |
| | | | | | | | |
Total Foreign Bonds | | | | | | $ | 93,224,252 | |
| | | | | | | | |
| |
U.S. Bonds – 34.8% | | | | | |
Asset-Backed & Securitized – 0.0% | | | | | |
Commercial Mortgage Asset Trust, 0.975%, 1/17/2032 (i)(z) | | $ | 88,079 | | | $ | 27 | |
| | | | | | | | |
Mortgage-Backed – 0.6% | | | | | | | | |
Fannie Mae, 5.1%, 3/01/2019 | | $ | 56,704 | | | $ | 57,790 | |
Fannie Mae, 5.18%, 3/01/2019 | | | 56,818 | | | | 57,941 | |
Freddie Mac, 5.085%, 3/25/2019 | | | 43,000 | | | | 44,117 | |
Freddie Mac, 3.32%, 2/25/2023 | | | 5,000 | | | | 5,198 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
U.S. Bonds – continued | | | | | | | | |
Mortgage-Backed – continued | | | | | | | | |
Freddie Mac, 3.243%, 4/25/2027 | | $ | 400,000 | | | $ | 412,003 | |
Freddie Mac, 3.117%, 6/25/2027 | | | 322,320 | | | | 328,716 | |
| | | | | | | | |
| | | | | | $ | 905,765 | |
| | | | | | | | |
U.S. Government Agencies and Equivalents – 0.4% | |
Small Business Administration, 4.57%, 6/01/2025 | | $ | 5,809 | | | $ | 6,008 | |
Small Business Administration, 5.09%, 10/01/2025 | | | 5,570 | | | | 5,840 | |
Small Business Administration, 5.21%, 1/01/2026 | | | 79,478 | | | | 83,944 | |
Small Business Administration, 2.22%, 3/01/2033 | | | 654,493 | | | | 641,489 | |
| | | | | | | | |
| | | | | | $ | 737,281 | |
| | | | | | | | |
U.S. Treasury Obligations – 33.8% | | | | | |
U.S. Treasury Bonds, 4.5%, 2/15/2036 | | $ | 375,000 | | | $ | 482,431 | |
U.S. Treasury Bonds, 4.5%, 8/15/2039 | | | 4,156,400 | | | | 5,424,727 | |
U.S. Treasury Bonds, 3.625%, 2/15/2044 | | | 4,974,000 | | | | 5,807,949 | |
U.S. Treasury Bonds, 3%, 5/15/2047 | | | 550,000 | | | | 577,615 | |
U.S. Treasury Notes, 1.125%, 6/15/2018 | | | 7,000,000 | | | | 6,989,063 | |
U.S. Treasury Notes, 0.875%, 5/15/2019 | | | 4,500,000 | | | | 4,440,479 | |
U.S. Treasury Notes, 3.5%, 5/15/2020 | | | 11,022,000 | | | | 11,423,664 | |
U.S. Treasury Notes, 1.375%, 5/31/2021 | | | 3,500,000 | | | | 3,421,007 | |
U.S. Treasury Notes, 1.75%, 5/15/2022 | | | 7,474,000 | | | | 7,353,058 | |
U.S. Treasury Notes, 1.375%, 8/31/2023 | | | 4,021,000 | | | | 3,832,560 | |
U.S. Treasury Notes, 2.75%, 2/15/2024 | | | 174,000 | | | | 178,529 | |
U.S. Treasury Notes, 2.25%, 11/15/2025 | | | 4,417,000 | | | | 4,377,009 | |
| | | | | | | | |
| | | | | | $ | 54,308,091 | |
| | | | | | | | |
Total U.S. Bonds | | | | | | $ | 55,951,164 | |
| | | | | | | | |
Total Bonds (Identified Cost, $142,924,518) | | | | | | $ | 149,175,416 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 6.9% | | | | | |
Money Market Funds – 6.9% | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $11,034,851) | | | 11,035,474 | | | $ | 11,034,370 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.3% | | | | | | | 476,334 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 160,686,120 | |
| | | | | | | | |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $11,034,370 and $149,175,416, respectively. |
(i) | | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $403,667, representing 0.3% of net assets. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
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, 0.975%, 1/17/2032 | | 8/25/03-12/02/11 | | | $27 | | | | $27 | |
% of Net assets | | | | | | | | | 0.0% | |
The following abbreviations are used in this report and are defined:
FLR | | Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. |
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:
CNH | | Chinese Yuan Renminbi (Offshore) |
Derivative Contracts at 12/31/17
Forward Foreign Currency Exchange Contracts
| | | | | | | | | | | | | | | | | | |
Currency Purchased | | Currency Sold | | Counterparty | | Settlement Date | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | |
AUD | | | 2,128,000 | | | | | USD | | 1,625,632 | | Barclays Bank PLC | | 1/12/2018 | | | $34,725 | |
AUD | | | 3,059,000 | | | | | USD | | 2,366,379 | | Goldman Sachs International | | 1/12/2018 | | | 20,383 | |
CAD | | | 1,902,000 | | | | | USD | | 1,495,606 | | Brown Brothers Harriman | | 1/12/2018 | | | 17,851 | |
CAD | | | 1,015,000 | | | | | USD | | 806,106 | | Goldman Sachs International | | 1/12/2018 | | | 1,549 | |
CNH | | | 12,159,000 | | | | | USD | | 1,700,463 | | JPMorgan Chase Bank N.A. | | 1/05/2018 | | | 166,013 | |
DKK | | | 2,700,556 | | | | | USD | | 431,111 | | Citibank N.A. | | 1/12/2018 | | | 4,377 | |
EUR | | | 683,000 | | | | | USD | | 808,778 | | Brown Brothers Harriman | | 1/12/2018 | | | 11,154 | |
EUR | | | 8,247,265 | | | | | USD | | 9,795,108 | | Goldman Sachs International | | 1/12/2018 | | | 105,618 | |
EUR | | | 405,000 | | | | | USD | | 482,914 | | State Street Bank Corp. | | 1/12/2018 | | | 3,283 | |
GBP | | | 542,000 | | | | | USD | | 730,804 | | Citibank N.A. | | 1/12/2018 | | | 1,182 | |
GBP | | | 81,039 | | | | | USD | | 107,412 | | Goldman Sachs International | | 1/12/2018 | | | 2,033 | |
GBP | | | 778,000 | | | | | USD | | 1,041,213 | | Morgan Stanley Capital Services, Inc. | | 1/12/2018 | | | 9,498 | |
INR | | | 156,985,000 | | | | | USD | | 2,417,869 | | JPMorgan Chase Bank N.A. | | 1/30/2018 | | | 34,366 | |
INR | | | 102,919,000 | | | | | USD | | 1,599,860 | | JPMorgan Chase Bank N.A. | | 2/22/2018 | | | 3,121 | |
JPY | | | 398,647,305 | | | | | USD | | 3,532,162 | | Brown Brothers Harriman | | 1/12/2018 | | | 7,124 | |
NOK | | | 6,687,000 | | | | | USD | | 809,625 | | Goldman Sachs International | | 1/12/2018 | | | 5,041 | |
NOK | | | 6,713,000 | | | | | USD | | 812,013 | | Morgan Stanley Capital Services, Inc. | | 1/12/2018 | | | 5,820 | |
NZD | | | 2,337,000 | | | | | USD | | 1,622,252 | | Morgan Stanley Capital Services, Inc. | | 1/12/2018 | | | 33,819 | |
PLN | | | 24,636 | | | | | USD | | 6,780 | | Barclays Bank PLC | | 1/12/2018 | | | 298 | |
SEK | | | 13,615,000 | | | | | USD | | 1,633,377 | | Brown Brothers Harriman | | 1/12/2018 | | | 27,239 | |
9
MFS Global Governments Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts - continued
| | | | | | | | | | | | | | | | | | | | | | |
Currency Purchased | | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives - continued | | | | | | | | | | | | |
USD | | | 1,145,802 | | | | | | | AUD | | 1,453,842 | | Brown Brothers Harriman | | | 1/12/2018 | | | | $11,453 | |
USD | | | 2,320,111 | | | | | | | CAD | | 2,897,378 | | Citibank N.A. | | | 1/12/2018 | | | | 14,612 | |
USD | | | 2,319,647 | | | | | | | CAD | | 2,897,378 | | Merrill Lynch International | | | 1/12/2018 | | | | 14,148 | |
USD | | | 646,399 | | | | | | | JPY | | 72,734,000 | | Goldman Sachs International | | | 1/12/2018 | | | | 649 | |
USD | | | 1,620,580 | | | | | | | NOK | | 12,817,000 | | Deutsche Bank AG | | | 1/12/2018 | | | | 59,107 | |
USD | | | 1,619,226 | | | | | | | SEK | | 13,146,000 | | Goldman Sachs International | | | 1/12/2018 | | | | 15,814 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | $610,277 | |
| | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives | | | | | | | | | | |
CAD | | | 162,000 | | | | | | | USD | | 129,089 | | Goldman Sachs International | | | 1/12/2018 | | | | $(183 | ) |
JPY | | | 33,457,037 | | | | | | | USD | | 298,007 | | Deutsche Bank AG | | | 1/12/2018 | | | | (967 | ) |
JPY | | | 1,247,038,165 | | | | | | | USD | | 11,166,689 | | Goldman Sachs International | | | 1/12/2018 | | | | (95,190 | ) |
MXN | | | 74,144 | | | | | | | USD | | 3,901 | | Deutsche Bank AG | | | 1/12/2018 | | | | (137 | ) |
NOK | | | 12,649,184 | | | | | | | USD | | 1,597,032 | | Morgan Stanley Capital Services, Inc. | | | 1/12/2018 | | | | (56,004 | ) |
NZD | | | 160,000 | | | | | | | USD | | 113,828 | | Barclays Bank PLC | | | 1/12/2018 | | | | (447 | ) |
SEK | | | 13,019,000 | | | | | | | USD | | 1,624,175 | | Brown Brothers Harriman | | | 1/12/2018 | | | | (36,253 | ) |
SEK | | | 4,785,193 | | | | | | | USD | | 596,389 | | Deutsche Bank AG | | | 1/12/2018 | | | | (12,741 | ) |
USD | | | 2,408,314 | | | | | | | AUD | | 3,165,836 | | Citibank N.A. | | | 1/12/2018 | | | | (61,807 | ) |
USD | | | 271,910 | | | | | | | AUD | | 349,354 | | Deutsche Bank AG | | | 1/12/2018 | | | | (670 | ) |
USD | | | 1,619,589 | | | | | | | AUD | | 2,111,000 | | Goldman Sachs International | | | 1/12/2018 | | | | (27,503 | ) |
USD | | | 2,867,100 | | | | | | | CAD | | 3,649,566 | | Citibank N.A. | | | 1/12/2018 | | | | (36,929 | ) |
USD | | | 806,684 | | | | | | | CHF | | 794,000 | | Citibank N.A. | | | 1/12/2018 | | | | (8,585 | ) |
USD | | | 1,705,449 | | | | | | | CNH | | 12,159,000 | | JPMorgan Chase Bank N.A. | | | 1/05/2018 | | | | (161,027 | ) |
USD | | | 3,073,092 | | | | | | | EUR | | 2,593,263 | | Citibank N.A. | | | 1/12/2018 | | | | (40,084 | ) |
USD | | | 1,642,279 | | | | | | | EUR | | 1,409,596 | | Deutsche Bank AG | | | 1/12/2018 | | | | (49,921 | ) |
USD | | | 5,348,425 | | | | | | | EUR | | 4,526,900 | | Goldman Sachs International | | | 1/12/2018 | | | | (86,055 | ) |
USD | | | 800,018 | | | | | | | EUR | | 676,811 | | Morgan Stanley Capital Services, Inc. | | | 1/19/2018 | | | | (12,809 | ) |
USD | | | 803,834 | | | | | | | GBP | | 600,000 | | Brown Brothers Harriman | | | 1/12/2018 | | | | (6,483 | ) |
USD | | | 2,176,914 | | | | | | | GBP | | 1,662,973 | | Citibank N.A. | | | 1/12/2018 | | | | (68,980 | ) |
USD | | | 365,478 | | | | | | | GBP | | 271,867 | | Goldman Sachs International | | | 1/12/2018 | | | | (1,686 | ) |
USD | | | 2,419,621 | | | | | | | INR | | 156,985,000 | | JPMorgan Chase Bank N.A. | | | 1/30/2018 | | | | (32,614 | ) |
USD | | | 705,725 | | | | | | | JPY | | 80,000,000 | | Citibank N.A. | | | 1/12/2018 | | | | (4,534 | ) |
USD | | | 805,810 | | | | | | | JPY | | 91,285,000 | | Goldman Sachs International | | | 1/12/2018 | | | | (4,639 | ) |
USD | | | 881,998 | | | | | | | JPY | | 99,702,000 | | Morgan Stanley Capital Services, Inc. | | | 1/12/2018 | | | | (3,180 | ) |
USD | | | 160,391 | | | | | | | NZD | | 234,000 | | Citibank N.A. | | | 1/12/2018 | | | | (5,429 | ) |
USD | | | 3,261,576 | | | | | | | NZD | | 4,618,634 | | Goldman Sachs International | | | 1/12/2018 | | | | (11,331 | ) |
USD | | | 3,776 | | | | | | | RUB | | 224,000 | | JPMorgan Chase Bank N.A. | | | 2/06/2018 | | | | (99 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | $(826,287 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $142,924,518) | | | $149,175,416 | |
Investments in affiliated issuers, at value (identified cost, $11,034,851) | | | 11,034,370 | |
Receivables for | | | | |
Forward foreign currency exchange contracts | | | 610,277 | |
Interest | | | 1,063,197 | |
Other assets | | | 1,409 | |
Total assets | | | $161,884,669 | |
Liabilities | | | | |
Payables for | | | | |
Forward foreign currency exchange contracts | | | $826,287 | |
Fund shares reacquired | | | 288,931 | |
Payable to affiliates | | | | |
Investment adviser | | | 13,401 | |
Shareholder servicing costs | | | 23 | |
Distribution and/or service fees | | | 28 | |
Payable for independent Trustees’ compensation | | | 33 | |
Accrued expenses and other liabilities | | | 69,846 | |
Total liabilities | | | $1,198,549 | |
Net assets | | | $160,686,120 | |
Net assets consist of | | | | |
Paid-in capital | | | $161,448,147 | |
Unrealized appreciation (depreciation) | | | 6,053,973 | |
Accumulated net realized gain (loss) | | | (8,049,221 | ) |
Undistributed net investment income | | | 1,233,221 | |
Net assets | | | $160,686,120 | |
Shares of beneficial interest outstanding | | | 15,221,422 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $159,652,476 | | | | 15,121,460 | | | | $10.56 | |
Service Class | | | 1,033,644 | | | | 99,962 | | | | 10.34 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Interest | | | $2,566,810 | |
Dividends from affiliated issuers | | | 86,171 | |
Total investment income | | | $2,652,981 | |
Expenses | | | | |
Management fee | | | $1,230,369 | |
Distribution and/or service fees | | | 3,301 | |
Shareholder servicing costs | | | 2,812 | |
Administrative services fee | | | 35,529 | |
Independent Trustees’ compensation | | | 4,468 | |
Custodian fee | | | 27,038 | |
Shareholder communications | | | 10,975 | |
Audit and tax fees | | | 69,308 | |
Legal fees | | | 2,891 | |
Miscellaneous | | | 23,133 | |
Total expenses | | | $1,409,824 | |
Reduction of expenses by investment adviser | | | (13,117 | ) |
Net expenses | | | $1,396,707 | |
Net investment income (loss) | | | $1,256,274 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $(1,843,066 | ) |
Affiliated issuers | | | (490 | ) |
Foreign currency | | | 51,702 | |
Forward foreign currency exchange contracts | | | 436,030 | |
Net realized gain (loss) | | | $(1,355,824 | ) |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $11,405,954 | |
Affiliated issuers | | | (573 | ) |
Forward foreign currency exchange contracts | | | (185,928 | ) |
Translation of assets and liabilities in foreign currencies | | | 53,425 | |
Net unrealized gain (loss) | | | $11,272,878 | |
Net realized and unrealized gain (loss) | | | $9,917,054 | |
Change in net assets from operations | | | $11,173,328 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $1,256,274 | | | | $1,167,762 | |
Net realized gain (loss) | | | (1,355,824 | ) | | | (1,702,004 | ) |
Net unrealized gain (loss) | | | 11,272,878 | | | | 2,280,502 | |
Change in net assets from operations | | | $11,173,328 | | | | $1,746,260 | |
Change in net assets from fund share transactions | | | $(14,270,685 | ) | | | $(22,526,634 | ) |
Total change in net assets | | | $(3,097,357 | ) | | | $(20,780,374 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 163,783,477 | | | | 184,563,851 | |
At end of period (including undistributed net investment income of $1,233,221 and accumulated net investment loss of $163,364, respectively) | | | $160,686,120 | | | | $163,783,477 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $9.87 | | | | $9.84 | | | | $10.47 | | | | $10.45 | | | | $11.03 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.08 | | | | $0.07 | (c) | | | $0.09 | | | | $0.11 | | | | $0.10 | |
Net realized and unrealized gain (loss) | | | 0.61 | | | | (0.04 | )(g) | | | (0.47 | ) | | | (0.03 | ) | | | (0.68 | ) |
Total from investment operations | | | $0.69 | | | | $0.03 | | | | $(0.38 | ) | | | $0.08 | | | | $(0.58 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $— | | | | $— | | | | $(0.25 | ) | | | $(0.06 | ) | | | $— | |
Net asset value, end of period (x) | | | $10.56 | | | | $9.87 | | | | $9.84 | | | | $10.47 | | | | $10.45 | |
Total return (%) (k)(r)(s)(x) | | | 6.99 | | | | 0.30 | (c) | | | (3.66 | ) | | | 0.73 | | | | (5.26 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.86 | | | | 0.83 | (c) | | | 0.85 | | | | 0.84 | | | | 0.84 | |
Expenses after expense reductions (f) | | | 0.85 | | | | 0.82 | (c) | | | 0.84 | | | | 0.83 | | | | 0.84 | |
Net investment income (loss) | | | 0.77 | | | | 0.66 | (c) | | | 0.92 | | | | 1.07 | | | | 0.94 | |
Portfolio turnover | | | 67 | | | | 75 | | | | 94 | | | | 31 | | | | 56 | |
Net assets at end of period (000 omitted) | | | $159,652 | | | | $162,211 | | | | $182,978 | | | | $209,945 | | | | $228,029 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $9.69 | | | | $9.69 | | | | $10.31 | | | | $10.28 | | | | $10.87 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.05 | | | | $0.04 | (c) | | | $0.07 | | | | $0.09 | | | | $0.07 | |
Net realized and unrealized gain (loss) | | | 0.60 | | | | (0.04 | )(g) | | | (0.46 | ) | | | (0.04 | ) | | | (0.66 | ) |
Total from investment operations | | | $0.65 | | | | $0.00 | (w) | | | $(0.39 | ) | | | $0.05 | | | | $(0.59 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $— | | | | $— | | | | $(0.23 | ) | | | $(0.02 | ) | | | $— | |
Net asset value, end of period (x) | | | $10.34 | | | | $9.69 | | | | $9.69 | | | | $10.31 | | | | $10.28 | |
Total return (%) (k)(r)(s)(x) | | | 6.71 | | | | 0.00 | (c)(w) | | | (3.86 | ) | | | 0.49 | | | | (5.43 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.11 | | | | 1.08 | (c) | | | 1.10 | | | | 1.09 | | | | 1.09 | |
Expenses after expense reductions (f) | | | 1.10 | | | | 1.07 | (c) | | | 1.09 | | | | 1.08 | | | | 1.09 | |
Net investment income (loss) | | | 0.52 | | | | 0.41 | (c) | | | 0.67 | | | | 0.81 | | | | 0.69 | |
Portfolio turnover | | | 67 | | | | 75 | | | | 94 | | | | 31 | | | | 56 | |
Net assets at end of period (000 omitted) | | | $1,034 | | | | $1,572 | | | | $1,586 | | | | $1,809 | | | | $2,553 | |
See Notes to Financial Statements
14
MFS Global Governments Portfolio
Financial Highlights – continued
(c) | | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | | Per share data is based on average shares outstanding. |
(f) | | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(g) | | The per share amount varies from the net realized and unrealized gain/loss for the period because of the timing of sales of fund shares and the per share amount of realized and unrealized gains and losses at such time. |
(k) | | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | | Certain expenses have been reduced without which performance would have been lower. |
(s) | | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(w) | | Per share amount was less than $0.01 and total return or ratio was less than 0.01%, as applicable. |
(x) | | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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 market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. 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
16
MFS Global Governments Portfolio
Notes to Financial Statements – continued
has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the 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, such as forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Treasury Bonds & U.S. Government | | | | | | | | | | | | | | | | |
Agency & Equivalents | | | $— | | | | $55,045,372 | | | | $— | | | | $55,045,372 | |
Non-U.S. Sovereign Debt | | | — | | | | 92,820,585 | | | | — | | | | 92,820,585 | |
Residential Mortgage-Backed Securities | | | — | | | | 905,765 | | | | — | | | | 905,765 | |
Commercial Mortgage-Backed Securities | | | — | | | | 27 | | | | — | | | | 27 | |
Foreign Bonds | | | — | | | | 403,667 | | | | — | | | | 403,667 | |
Mutual Funds | | | 11,034,370 | | | | — | | | | — | | | | 11,034,370 | |
Total | | | $11,034,370 | | | | $149,175,416 | | | | $— | | | | $160,209,786 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Forward Foreign Currency Exchange Contracts – Assets | | | $— | | | | $610,277 | | | | $— | | | | $610,277 | |
Forward Foreign Currency Exchange Contracts – Liabilities | | | — | | | | (826,287 | ) | | | — | | | | (826,287 | ) |
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 during the period were forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
17
MFS Global Governments 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, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | Fair Value | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Foreign Exchange | | Forward Foreign Currency Exchange | | | $610,277 | | | | $(826,287 | ) |
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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Forward Foreign Currency Exchange Contracts | |
Foreign Exchange | | | $436,030 | |
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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Forward Foreign Currency Exchange Contracts | |
Foreign Exchange | | | $(185,928 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign
currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.
Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.
18
MFS Global Governments Portfolio
Notes to Financial Statements – continued
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. 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, wash sale loss deferrals, straddle loss deferrals, and derivative transactions.
The fund declared no distributions for the years ended December 31, 2017 and December 31, 2016.
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $156,178,726 | |
Gross appreciation | | | 4,863,737 | |
Gross depreciation | | | (1,048,687 | ) |
Net unrealized appreciation (depreciation) | | | $3,815,050 | |
Undistributed ordinary income | | | 1,439,566 | |
Capital loss carryforwards | | | (6,036,209 | ) |
Other temporary differences | | | 19,566 | |
19
MFS Global Governments Portfolio
Notes to Financial Statements – continued
As of December 31, 2017, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
| | | | |
Short-Term | | | $(3,386,902 | ) |
Long-Term | | | (2,649,307 | ) |
Total | | | $(6,036,209 | ) |
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.
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period January 1, 2017 through April 27, 2017, the management fee was computed daily and paid monthly at an annual rate of 0.75% of average daily net assets for the first $300 million and 0.675% of average daily net assets in excess of $300 million. The investment adviser had agreed in writing to reduce its management fee to 0.625% of average daily net assets in excess of $1 billion. This written agreement terminated on April 27, 2017. For the period January 1, 2017 to April 27, 2017, the fund’s average daily net assets did not exceed $1 billion and therefore, the management fee was not reduced in accordance with this agreement. Effective April 28, 2017, the management fee is computed daily and paid monthly at an annual rate of 0.75% of average daily net assets for the first $300 million, 0.675% of average daily net assets in excess of $300 million up to $1 billion, and 0.625% of average daily net assets in excess of $1 billion. 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, 2017, this management fee reduction amounted to $13,117, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017, 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, 2017, the fee was $2,323, 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, 2017, these costs amounted to $489.
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, 2017 was equivalent to an annual effective rate of 0.0216% 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.
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MFS Global Governments 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, 2017, the fee paid by the fund under this agreement was $290 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. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $29,570,936 | | | | $37,764,805 | |
Non-U.S. Government securities | | | $73,176,841 | | | | $78,799,204 | |
(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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 218,274 | | | | $2,232,217 | | | | 403,733 | | | | $4,128,115 | |
Service Class | | | 16,354 | | | | 161,407 | | | | 18,778 | | | | 186,575 | |
| | | 234,628 | | | | $2,393,624 | | | | 422,511 | | | | $4,314,690 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (1,530,744 | ) | | | $(15,870,105 | ) | | | (2,563,376 | ) | | | $(26,633,294 | ) |
Service Class | | | (78,628 | ) | | | (794,204 | ) | | | (20,241 | ) | | | (208,030 | ) |
| | | (1,609,372 | ) | | | $(16,664,309 | ) | | | (2,583,617 | ) | | | $(26,841,324 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (1,312,470 | ) | | | $(13,637,888 | ) | | | (2,159,643 | ) | | | $(22,505,179 | ) |
Service Class | | | (62,274 | ) | | | (632,797 | ) | | | (1,463 | ) | | | (21,455 | ) |
| | | (1,374,744 | ) | | | $(14,270,685 | ) | | | (2,161,106 | ) | | | $(22,526,634 | ) |
The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio, the MFS Conservative Allocation Portfolio, and the MFS Growth Allocation Portfolio were the owners of record of approximately 53%, 28%, 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, 2017, the fund’s commitment fee and interest expense were $1,104 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
21
MFS Global Governments Portfolio
Notes to Financial Statements – continued
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 9,682,019 | | | | 76,877,894 | | | | (75,524,439 | ) | | | 11,035,474 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(490) | | | $(573 | ) | | | $— | | | | $86,171 | | | | $11,034,370 | |
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Governments Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Global Governments Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, 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) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
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Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
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INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
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Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
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John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
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Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
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Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
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Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
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Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
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Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
24
MFS Global Governments Portfolio
Trustees and Officers – continued
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Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
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Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
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John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
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Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
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Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
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David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
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Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
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Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
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Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
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Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
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Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
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Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
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Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
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Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
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James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
25
MFS Global Governments Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
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Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Matt 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 5th quintile for each of the one and five-year periods ended December 31, 2016 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $300 million and $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees 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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
29
rev. 3/16
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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. |
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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. |
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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 |
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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., and MFS Heritage Trust Company. |
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What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
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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. |
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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, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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” | | | 3.6% | |
Accenture PLC, “A” | | | 2.4% | |
Microsoft Corp. | | | 2.3% | |
NIKE, Inc., “B” | | | 2.3% | |
Starbucks Corp. | | | 2.0% | |
Nestle S.A. | | | 2.0% | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 1.9% | |
Reckitt Benckiser Group PLC | | | 1.9% | |
Estee Lauder Cos., Inc., “A” | | | 1.9% | |
Thermo Fisher Scientific, Inc. | | | 1.8% | |
| |
Equity sectors | | | | |
Consumer Staples | | | 17.0% | |
Technology | | | 15.0% | |
Special Products & Services | | | 12.2% | |
Retailing | | | 10.6% | |
Leisure | | | 9.9% | |
Health Care | | | 9.9% | |
Financial Services | | | 8.7% | |
Industrial Goods & Services | | | 5.8% | |
Basic Materials | | | 5.8% | |
Transportation | | | 2.7% | |
Autos & Housing | | | 1.1% | |
Energy | | | 0.7% | |
| | | | |
Issuer country weightings (x) | | | | |
United States | | | 56.7% | |
United Kingdom | | | 10.7% | |
Switzerland | | | 7.2% | |
France | | | 5.9% | |
Japan | | | 3.9% | |
China | | | 2.0% | |
Germany | | | 2.0% | |
Taiwan | | | 1.9% | |
India | | | 1.8% | |
Other Countries | | | 7.9% | |
| |
Currency exposure weightings (y) | | | | |
United States Dollar | | | 57.6% | |
British Pound Sterling | | | 12.1% | |
Euro | | | 8.8% | |
Swiss Franc | | | 7.2% | |
Japanese Yen | | | 3.9% | |
Chinese Renminbi | | | 2.0% | |
Taiwan Dollar | | | 1.9% | |
Indian Rupee | | | 1.8% | |
South Korean Won | | | 1.7% | |
Other Currencies | | | 3.0% | |
(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.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Global Growth Portfolio (“fund”) provided a total return of 32.14%, while Service Class shares of the fund provided a total return of 31.77%. These returns compare with a return of 30.00% over the same period for the fund’s benchmark, the MSCI All Country World Growth Index (net div).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Strong security selection in the consumer staples sector contributed to performance relative to the MSCI All Country World Growth Index. Within this sector, the fund’s overweight positions in cosmetics manufacturer KOSE (Japan) and beauty and personal care company Estee Lauder bolstered relative results. Shares of KOSE advanced during the period as the company delivered solid results, driven by strong demand and operating performance across the company’s three core markets of Japan, North America and Asia.
Security selection in the financial services sector also strengthened relative performance, led by the fund’s position in banking firm HDFC Bank (b) (India). Shares of HDFC Bank appreciated as the company reported strong growth in loans, higher fee income revenues and improved cost management.
An underweight position in the energy sector further aided relative returns. However, there were no stocks within this sector that were among the fund’s top relative contributors over the reporting period.
Security selection in the health care sector buoyed relative performance. Here, an overweight position in diversified health care products manufacturer Abbott Laboratories helped relative results.
Other notable contributors to relative performance included the fund’s overweight positions in luxury goods company LVMH Moet Hennessy Louis Vuitton (France), inspection, product testing and certification company Intertek Group (United Kingdom), online and mobile commerce company Alibaba Group Holding (China), specialty chemical products maker Sika (Switzerland), credit rating agency Moody’s and paint and coating manufacturer Sherwin-Williams.
Detractors from Performance
An underweight position and, to a lesser extent, security selection in the technology sector detracted from relative performance. Within this sector, not holding shares of online advertising provider Tencent Holdings Limited (China) and social media provider Facebook held back relative returns as both stocks outperformed the benchmark during the period. Shares of Tencent Holdings
3
MFS Global Growth Portfolio
Management Review – continued
appreciated following strong results, driven by solid revenues from mobile and personal computer gaming and payment and cloud services. In addition, the fund’s underweight position in computer and personal electronics maker Apple weighed on relative returns.
Security selection in the special products & services sector also held back relative performance, led by the fund’s overweight position in business services company Equifax hindered relative results.
The combination of security selection and an underweight position in the industrial goods & services sector detracted from relative returns. Not owning shares of strong-performing aerospace company Boeing weakened relative returns.
Elsewhere, the fund’s overweight positions in oilfield services company Schlumberger, automotive replacement parts distributor AutoZone and healthcare retailer and services provider CVS Health hindered relative performance. Shares of Schlumberger declined during the period, driven by weaker oil prices and lower activity levels in Ecuador and the Middle East. The company’s weaker-than-expected fourth-quarter earnings guidance further weighed on the stock. Additionally, not holding shares of online retailer and cloud computing giant Amazon.com dampened 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, detracted from relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and, as such, it is common for our fund’s to have different currency exposure than the benchmark.
The fund’s cash and/or cash equivalents position during the period was another negative factor for relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
David Antonelli and Jeffrey Constantino
(b) | Security is not a benchmark constituent. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Global Growth Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/16/93 | | 32.14% | | 11.79% | | 6.45% | | |
| | Service Class | | 8/24/01 | | 31.77% | | 11.50% | | 6.18% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | MSCI All Country World Growth Index (net div) (f) | | 30.00% | | 12.10% | | 5.63% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
MSCI All Country World Growth Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance for growth securities in the global developed and emerging markets.
It is not possible to invest directly in an index.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 1.00% | | | | $1,000.00 | | | | $1,119.35 | | | | $5.34 | |
| Hypothetical (h) | | | 1.00% | | | | $1,000.00 | | | | $1,020.16 | | | | $5.09 | |
Service Class | | Actual | | | 1.25% | | | | $1,000.00 | | | | $1,117.57 | | | | $6.67 | |
| Hypothetical (h) | | | 1.25% | | | | $1,000.00 | | | | $1,018.90 | | | | $6.36 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Global Growth Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.4% | |
Aerospace – 1.5% | |
Rolls-Royce Holdings PLC | | | 36,858 | | | $ | 419,480 | |
United Technologies Corp. | | | 3,335 | | | | 425,446 | |
| | | | | | | | |
| | | $ | 844,926 | |
| | | | | | | | |
Airlines – 0.9% | |
Aena S.A. | | | 2,645 | | | $ | 536,339 | |
| | | | | | | | |
Alcoholic Beverages – 4.0% | |
AmBev S.A., ADR | | | 83,936 | | | $ | 542,227 | |
Carlsberg A.S., “B” | | | 1,814 | | | | 217,807 | |
Diageo PLC | | | 16,171 | | | | 591,832 | |
Pernod Ricard S.A. | | | 6,096 | | | | 965,119 | |
| | | | | | | | |
| | | $ | 2,316,985 | |
| | | | | | | | |
Apparel Manufacturers – 6.1% | |
Burberry Group PLC | | | 17,436 | | | $ | 421,859 | |
Compagnie Financiere Richemont S.A. | | | 2,683 | | | | 243,121 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 3,192 | | | | 939,862 | |
NIKE, Inc., “B” | | | 21,181 | | | | 1,324,872 | |
VF Corp. | | | 7,673 | | | | 567,802 | |
| | | | | | | | |
| | | $ | 3,497,516 | |
| | | | | | | | |
Broadcasting – 0.4% | |
Walt Disney Co. | | | 1,930 | | | $ | 207,494 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.7% | |
Blackstone Group LP | | | 20,592 | | | $ | 659,356 | |
Charles Schwab Corp. | | | 5,552 | | | | 285,206 | |
| | | | | | | | |
| | | $ | 944,562 | |
| | | | | | | | |
Business Services – 12.2% | |
Accenture PLC, “A” | | | 9,055 | | | $ | 1,386,230 | |
Brenntag AG | | | 3,022 | | | | 190,632 | |
Cognizant Technology Solutions Corp., “A” | | | 10,709 | | | | 760,553 | |
Compass Group PLC | | | 30,650 | | | | 662,744 | |
Equifax, Inc. | | | 2,736 | | | | 322,629 | |
Experian Group Ltd. | | | 34,906 | | | | 767,137 | |
Fidelity National Information Services, Inc. | | | 8,334 | | | | 784,146 | |
Fiserv, Inc. (a) | | | 5,170 | | | | 677,942 | |
Intertek Group PLC | | | 10,112 | | | | 708,576 | |
Verisk Analytics, Inc., “A” (a) | | | 7,999 | | | | 767,904 | |
| | | | | | | | |
| | | $ | 7,028,493 | |
| | | | | | | | |
Cable TV – 1.5% | |
Comcast Corp., “A” | | | 21,848 | | | $ | 875,012 | |
| | | | | | | | |
Chemicals – 1.4% | |
Monsanto Co. | | | 2,027 | | | $ | 236,713 | |
PPG Industries, Inc. | | | 4,587 | | | | 535,853 | |
| | | | | | | | |
| | | $ | 772,566 | |
| | | | | | | | |
Computer Software – 2.8% | |
Dassault Systems S.A. | | | 2,628 | | | $ | 279,342 | |
Microsoft Corp. | | | 15,511 | | | | 1,326,811 | |
| | | | | | | | |
| | | $ | 1,606,153 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Computer Software – Systems – 1.3% | |
Apple, Inc. | | | 4,263 | | | $ | 721,427 | |
| | | | | | | | |
Construction – 1.1% | |
Sherwin-Williams Co. | | | 1,529 | | | $ | 626,951 | |
| | | | | | | | |
Consumer Products – 9.1% | |
Colgate-Palmolive Co. | | | 10,477 | | | $ | 790,490 | |
Coty, Inc., “A” | | | 35,291 | | | | 701,938 | |
Estee Lauder Cos., Inc., “A” | | | 8,410 | | | | 1,070,088 | |
KOSE Corp. | | | 5,600 | | | | 874,231 | |
L’Oréal | | | 3,062 | | | | 679,495 | |
Reckitt Benckiser Group PLC | | | 11,602 | | | | 1,083,823 | |
| | | | | | | | |
| | | $ | 5,200,065 | |
| | | | | | | | |
Electrical Equipment – 2.3% | |
Amphenol Corp., “A” | | | 7,078 | | | $ | 621,448 | |
Fortive Corp. | | | 2,766 | | | | 200,120 | |
Mettler-Toledo International, Inc. (a) | | | 759 | | | | 470,216 | |
| | | | | | | | |
| | | $ | 1,291,784 | |
| | | | | | | | |
Electronics – 4.4% | |
Samsung Electronics Co. Ltd. | | | 186 | | | $ | 442,696 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 28,067 | | | | 1,112,857 | |
Texas Instruments, Inc. | | | 9,303 | | | | 971,605 | |
| | | | | | | | |
| | | $ | 2,527,158 | |
| | | | | | | | |
Entertainment – 0.8% | |
Twenty-First Century Fox, Inc. | | | 12,918 | | | $ | 446,059 | |
| | | | | | | | |
Food & Beverages – 3.9% | |
Chr. Hansen Holding A.S. | | | 2,227 | | | $ | 208,892 | |
Danone S.A. | | | 5,971 | | | | 501,143 | |
Nestle S.A. | | | 13,540 | | | | 1,164,402 | |
PepsiCo, Inc. | | | 3,008 | | | | 360,719 | |
| | | | | | | | |
| | | $ | 2,235,156 | |
| | | | | | | | |
Food & Drug Stores – 1.3% | |
Sundrug Co. Ltd. | | | 16,600 | | | $ | 771,990 | |
| | | | | | | | |
Gaming & Lodging – 1.4% | |
Paddy Power Betfair PLC | | | 6,941 | | | $ | 827,026 | |
| | | | | | | | |
General Merchandise – 1.3% | |
Dollarama, Inc. | | | 3,401 | | | $ | 424,922 | |
Lojas Renner S.A. | | | 30,769 | | | | 329,201 | |
| | | | | | | | |
| | | $ | 754,123 | |
| | | | | | | | |
Insurance – 1.4% | |
Aon PLC | | | 6,057 | | | $ | 811,638 | |
| | | | | | | | |
Internet – 6.5% | |
Alibaba Group Holding Ltd., ADR (a) | | | 3,927 | | | $ | 677,133 | |
Alphabet, Inc., “A” (a) | | | 1,948 | | | | 2,052,023 | |
Baidu, Inc., ADR (a) | | | 2,123 | | | | 497,228 | |
NAVER Corp. (a) | | | 628 | | | | 510,354 | |
| | | | | | | | |
| | | $ | 3,736,738 | |
| | | | | | | | |
7
MFS Global Growth Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Leisure & Toys – 1.0% | |
Electronic Arts, Inc. (a) | | | 5,381 | | | $ | 565,328 | |
| | | | | | | | |
Machinery & Tools – 2.1% | |
Colfax Corp. (a) | | | 7,424 | | | $ | 294,139 | |
Daikin Industries Ltd. | | | 4,800 | | | | 568,076 | |
Schindler Holding AG | | | 1,432 | | | | 329,619 | |
| | | | | | | | |
| | | $ | 1,191,834 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.9% | |
CVS Health Corp. | | | 5,309 | | | $ | 384,903 | |
Express Scripts Holding Co. (a) | | | 1,952 | | | | 145,697 | |
| | | | | | | | |
| | | | | | $ | 530,600 | |
| | | | | | | | |
Medical Equipment – 5.5% | |
Abbott Laboratories | | | 12,071 | | | $ | 688,892 | |
Cooper Cos., Inc. | | | 1,157 | | | | 252,087 | |
Danaher Corp. | | | 4,475 | | | | 415,370 | |
Sonova Holding AG | | | 2,449 | | | | 382,511 | |
Thermo Fisher Scientific, Inc. | | | 5,549 | | | | 1,053,644 | |
Waters Corp. (a) | | | 1,825 | | | | 352,572 | |
| | | | | | | | |
| | | | | | $ | 3,145,076 | |
| | | | | | | | |
Oil Services – 0.7% | |
Schlumberger Ltd. | | | 6,302 | | | $ | 424,692 | |
| | | | | | | | |
Other Banks & Diversified Financials – 5.6% | |
Credicorp Ltd. | | | 2,265 | | | $ | 469,829 | |
HDFC Bank Ltd. | | | 28,153 | | | | 833,795 | |
Julius Baer Group Ltd. | | | 9,681 | | | | 592,116 | |
Mastercard, Inc., “A” | | | 3,612 | | | | 546,712 | |
Visa, Inc., “A” | | | 6,700 | | | | 763,934 | |
| | | | | | | | |
| | | | | | $ | 3,206,386 | |
| | | | | | | | |
Pharmaceuticals – 3.5% | |
Bayer AG | | | 4,703 | | | $ | 584,936 | |
Roche Holding AG | | | 3,296 | | | | 833,767 | |
Zoetis, Inc. | | | 8,446 | | | | 608,450 | |
| | | | | | | | |
| | | | | | $ | 2,027,153 | |
| | | | | | | | |
Printing & Publishing – 1.5% | |
Moody’s Corp. | | | 5,721 | | | $ | 844,477 | |
| | | | | | | | |
Railroad & Shipping – 1.7% | |
Adani Ports and Special Economic Zone Ltd. | | | 35,598 | | | $ | 226,240 | |
Union Pacific Corp. | | | 5,758 | | | | 772,148 | |
| | | | | | | | |
| | | | | | $ | 998,388 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Restaurants – 3.4% | |
Starbucks Corp. | | | 20,495 | | | $ | 1,177,028 | |
Whitbread PLC | | | 14,150 | | | | 764,185 | |
| | | | | | | | |
| | | | | | $ | 1,941,213 | |
| | | | | | | | |
Specialty Chemicals – 4.4% | |
Croda International PLC | | | 11,921 | | | $ | 712,049 | |
Ecolab, Inc. | | | 6,502 | | | | 872,438 | |
Sika AG | | | 74 | | | | 587,778 | |
Symrise AG | | | 4,262 | | | | 365,409 | |
| | | | | | | | |
| | | | | | $ | 2,537,674 | |
| | | | | | | | |
Specialty Stores – 1.8% | |
AutoZone, Inc. (a) | | | 476 | | | $ | 338,612 | |
TJX Cos., Inc. | | | 9,346 | | | | 714,595 | |
| | | | | | | | |
| | | | | | $ | 1,053,207 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $36,295,147) | | | | | | $ | 57,046,189 | |
| | | | | | | | |
|
INVESTMENT COMPANIES (h) – 0.8% | |
MONEY MARKET FUNDS – 0.8% | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $480,922) | | | 480,970 | | | $ | 480,922 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.2)% | | | | (110,634 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 57,416,477 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $480,922 and $57,046,189, respectively. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $36,295,147) | | | $57,046,189 | |
Investments in affiliated issuers, at value (identified cost, $480,922) | | | 480,922 | |
Foreign currency, at value (identified cost, $11) | | | 12 | |
Receivables for | | | | |
Investments sold | | | 2,345 | |
Interest and dividends | | | 81,318 | |
Receivable from investment adviser | | | 7,112 | |
Other assets | | | 697 | |
Total assets | | | $57,618,595 | |
Liabilities | | | | |
Payable for fund shares reacquired | | | $130,144 | |
Payable to affiliates | | | | |
Shareholder servicing costs | | | 20 | |
Distribution and/or service fees | | | 69 | |
Payable for independent Trustees’ compensation | | | 43 | |
Deferred country tax expense payable | | | 8,633 | |
Accrued expenses and other liabilities | | | 63,209 | |
Total liabilities | | | $202,118 | |
Net assets | | | $57,416,477 | |
Net assets consist of | | | | |
Paid-in capital | | | $33,480,129 | |
Unrealized appreciation (depreciation) (net of $8,633 deferred country tax) | | | 20,743,036 | |
Accumulated net realized gain (loss) | | | 2,904,587 | |
Undistributed net investment income | | | 288,725 | |
Net assets | | | $57,416,477 | |
Shares of beneficial interest outstanding | | | 2,164,692 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $54,886,493 | | | | 2,069,013 | | | | $26.53 | |
Service Class | | | 2,529,984 | | | | 95,679 | | | | 26.44 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $870,723 | |
Dividends from affiliated issuers | | | 4,420 | |
Income on securities loaned | | | 994 | |
Foreign taxes withheld | | | (38,213 | ) |
Total investment income | | | $837,924 | |
Expenses | | | | |
Management fee | | | $485,253 | |
Distribution and/or service fees | | | 6,162 | |
Shareholder servicing costs | | | 2,422 | |
Administrative services fee | | | 18,114 | |
Independent Trustees’ compensation | | | 1,226 | |
Custodian fee | | | 27,349 | |
Shareholder communications | | | 11,921 | |
Audit and tax fees | | | 73,413 | |
Legal fees | | | 1,652 | |
Miscellaneous | | | 11,349 | |
Total expenses | | | $638,861 | |
Reduction of expenses by investment adviser | | | (92,919 | ) |
Net expenses | | | $545,942 | |
Net investment income (loss) | | | $291,982 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers (net of $5,206 country tax) | | | $3,020,082 | |
Affiliated issuers | | | (36 | ) |
Foreign currency | | | 2,857 | |
Net realized gain (loss) | | | $3,022,903 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers (net of $8,633 increase in deferred country tax) | | | $11,526,028 | |
Translation of assets and liabilities in foreign currencies | | | 4,084 | |
Net unrealized gain (loss) | | | $11,530,112 | |
Net realized and unrealized gain (loss) | | | $14,553,015 | |
Change in net assets from operations | | | $14,844,997 | |
| | | | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | |
From operations | | | | | | | | |
Net investment income (loss) | | | $291,982 | | | | $590,857 | |
Net realized gain (loss) | | | 3,022,903 | | | | 1,781,355 | |
Net unrealized gain (loss) | | | 11,530,112 | | | | 639,741 | |
Change in net assets from operations | | | $14,844,997 | | | | $3,011,953 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(575,035 | ) | | | $(288,513 | ) |
From net realized gain | | | (1,825,036 | ) | | | (2,480,138 | ) |
Total distributions declared to shareholders | | | $(2,400,071 | ) | | | $(2,768,651 | ) |
Change in net assets from fund share transactions | | | $(3,564,898 | ) | | | $(2,670,304 | ) |
Total change in net assets | | | $8,880,028 | | | | $(2,427,002 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 48,536,449 | | | | 50,963,451 | |
At end of period (including undistributed net investment income of $288,725 and $586,225, respectively) | | | $57,416,477 | | | | $48,536,449 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $21.00 | | | | $20.88 | | | | $22.45 | | | | $21.63 | | | | $17.96 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.13 | | | | $0.25 | (c) | | | $0.12 | | | | $0.20 | | | | $0.10 | |
Net realized and unrealized gain (loss) | | | 6.51 | | | | 1.08 | | | | (0.53 | ) | | | 0.73 | | | | 3.70 | |
Total from investment operations | | | $6.64 | | | | $1.33 | | | | $(0.41 | ) | | | $0.93 | | | | $3.80 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.27 | ) | | | $(0.13 | ) | | | $(0.22 | ) | | | $(0.11 | ) | | | $(0.13 | ) |
From net realized gain | | | (0.84 | ) | | | (1.08 | ) | | | (0.94 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.11 | ) | | | $(1.21 | ) | | | $(1.16 | ) | | | $(0.11 | ) | | | $(0.13 | ) |
Net asset value, end of period (x) | | | $26.53 | | | | $21.00 | | | | $20.88 | | | | $22.45 | | | | $21.63 | |
Total return (%) (k)(r)(s)(x) | | | 32.14 | | | | 6.07 | (c) | | | (1.54 | ) | | | 4.32 | | | | 21.26 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.17 | | | | 0.72 | (c) | | | 1.17 | | | | 1.20 | | | | 1.17 | |
Expenses after expense reductions (f) | | | 1.00 | | | | 0.55 | (c) | | | 1.01 | | | | 1.12 | | | | 1.17 | |
Net investment income (loss) | | | 0.55 | | | | 1.18 | (c) | | | 0.52 | | | | 0.91 | | | | 0.49 | |
Portfolio turnover | | | 21 | | | | 25 | | | | 26 | | | | 25 | | | | 33 | |
Net assets at end of period (000 omitted) | | | $54,886 | | | | $46,182 | | | | $48,932 | | | | $55,050 | | | | $60,188 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $20.94 | | | | $20.82 | | | | $22.38 | | | | $21.55 | | | | $17.89 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.07 | | | | $0.20 | (c) | | | $0.06 | | | | $0.14 | | | | $0.05 | |
Net realized and unrealized gain (loss) | | | 6.48 | | | | 1.08 | | | | (0.53 | ) | | | 0.73 | | | | 3.69 | |
Total from investment operations | | | $6.55 | | | | $1.28 | | | | $(0.47 | ) | | | $0.87 | | | | $3.74 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.21 | ) | | | $(0.08 | ) | | | $(0.15 | ) | | | $(0.04 | ) | | | $(0.08 | ) |
From net realized gain | | | (0.84 | ) | | | (1.08 | ) | | | (0.94 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(1.05 | ) | | | $(1.16 | ) | | | $(1.09 | ) | | | $(0.04 | ) | | | $(0.08 | ) |
Net asset value, end of period (x) | | | $26.44 | | | | $20.94 | | | | $20.82 | | | | $22.38 | | | | $21.55 | |
Total return (%) (k)(r)(s)(x) | | | 31.77 | | | | 5.85 | (c) | | | (1.82 | ) | | | 4.05 | | | | 20.94 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.42 | | | | 0.94 | (c) | | | 1.42 | | | | 1.45 | | | | 1.42 | |
Expenses after expense reductions (f) | | | 1.25 | | | | 0.77 | (c) | | | 1.26 | | | | 1.37 | | | | 1.42 | |
Net investment income (loss) | | | 0.31 | | | | 0.94 | (c) | | | 0.27 | | | | 0.63 | | | | 0.23 | |
Portfolio turnover | | | 21 | | | | 25 | | | | 26 | | | | 25 | | | | 33 | |
Net assets at end of period (000 omitted) | | | $2,530 | | | | $2,355 | | | | $2,031 | | | | $2,372 | | | | $3,614 | |
See Notes to Financial Statements
12
MFS Global Growth Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. Excluding the effect of the reimbursement of expenses, the total return for the year ended December 31, 2016 would have been approximately 0.55% lower. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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 market, economic, industry, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability than developed markets.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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
14
MFS Global Growth Portfolio
Notes to Financial Statements – continued
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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | |
United States | | | $32,204,410 | | | | $— | | | | $— | | | | $32,204,410 | |
United Kingdom | | | 3,690,493 | | | | 2,441,191 | | | | — | | | | 6,131,684 | |
Switzerland | | | 4,133,314 | | | | — | | | | — | | | | 4,133,314 | |
France | | | 3,364,962 | | | | — | | | | — | | | | 3,364,962 | |
Japan | | | 2,214,298 | | | | — | | | | — | | | | 2,214,298 | |
China | | | 1,174,360 | | | | — | | | | — | | | | 1,174,360 | |
Germany | | | — | | | | 1,140,977 | | | | — | | | | 1,140,977 | |
Taiwan | | | 1,112,857 | | | | — | | | | — | | | | 1,112,857 | |
India | | | 1,060,035 | | | | — | | | | — | | | | 1,060,035 | |
Other Countries | | | 4,509,292 | | | | — | | | | — | | | | 4,509,292 | |
Mutual Funds | | | 480,922 | | | | — | | | | — | | | | 480,922 | |
Total | | | $53,944,943 | | | | $3,582,168 | | | | $— | | | | $57,527,111 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $365,409 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $7,208,587 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 using other observable market-based inputs. 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
15
MFS Global Growth Portfolio
Notes to Financial Statements – continued
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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, 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.
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:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $717,053 | | | | $289,713 | |
Long-term capital gains | | | 1,683,018 | | | | 2,478,938 | |
Total distributions | | | $2,400,071 | | | | $2,768,651 | |
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 12/31/17 | | | | |
Cost of investments | | | $36,913,481 | |
Gross appreciation | | | 20,768,606 | |
Gross depreciation | | | (154,976 | ) |
Net unrealized appreciation (depreciation) | | | $20,613,630 | |
Undistributed ordinary income | | | 725,271 | |
Undistributed long-term capital gain | | | 2,596,820 | |
Other temporary differences | | | 627 | |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $554,963 | | | | $279,992 | | | | $1,744,112 | | | | $2,360,988 | |
Service Class | | | 20,072 | | | | 8,521 | | | | 80,924 | | | | 119,150 | |
Total | | | $575,035 | | | | $288,513 | | | | $1,825,036 | | | | $2,480,138 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.90% | |
In excess of $1 billion and up to $2 billion | | | 0.75% | |
In excess of $2 billion | | | 0.65% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $4,320, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.89% of the fund’s average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 1.00% of average daily net assets for the Initial Class shares and 1.25% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2019. For the year ended December 31, 2017, this reduction amounted to $88,599, 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, 2017, the fee was $1,977, which equated to 0.0037% 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, 2017, these costs amounted to $445.
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, 2017 was equivalent to an annual effective rate of 0.0336% 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, 2017, the fee paid by the fund under this agreement was $94 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to 88,027 and $131,742, respectively. The sales transactions resulted in net realized gains (losses) of $17,738.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $11,193,619 and $16,907,240, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 97,291 | | | | $2,411,672 | | | | 63,324 | | | | $1,346,758 | |
Service Class | | | 4,256 | | | | 102,294 | | | | 29,912 | | | | 650,342 | |
| | | 101,547 | | | | $2,513,966 | | | | 93,236 | | | | $1,997,100 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 95,003 | | | | $2,299,075 | | | | 119,990 | | | | $2,640,980 | |
Service Class | | | 4,184 | | | | 100,996 | | | | 5,811 | | | | 127,671 | |
| | | 99,187 | | | | $2,400,071 | | | | 125,801 | | | | $2,768,651 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (322,462 | ) | | | $(7,873,956 | ) | | | (327,837 | ) | | | $(6,992,794 | ) |
Service Class | | | (25,227 | ) | | | (604,979 | ) | | | (20,786 | ) | | | (443,261 | ) |
| | | (347,689 | ) | | | $(8,478,935 | ) | | | (348,623 | ) | | | $(7,436,055 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (130,168 | ) | | | $(3,163,209 | ) | | | (144,523 | ) | | | $(3,005,056 | ) |
Service Class | | | (16,787 | ) | | | (401,689 | ) | | | 14,937 | | | | 334,752 | |
| | | (146,955 | ) | | | $(3,564,898 | ) | | | (129,586 | ) | | | $(2,670,304 | ) |
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
18
MFS Global Growth 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, 2017, the fund’s commitment fee and interest expense were $353 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 284,384 | | | | 10,520,150 | | | | (10,323,564 | ) | | | 480,970 | |
| | | | | |
Affilated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(36) | | | $— | | | | $— | | | | $4,420 | | | | $480,922 | |
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Growth Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Global Growth Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
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MFS Global Growth Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
22
MFS Global Growth Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) David 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 1st quintile for the one-year period and the 3rd quintile for the five-year period ended December 31, 2016 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 Global Growth 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on 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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $1,852,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 46.29% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
26
rev. 3/16
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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. |
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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. |
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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., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
28
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | | |
Facebook, Inc., “A” | | | 1.8% | |
Alphabet, Inc., “A” | | | 1.8% | |
Citigroup, Inc | | | 1.6% | |
Amazon.com, Inc. | | | 1.5% | |
Visa, Inc., “A” | | | 1.4% | |
Honeywell International, Inc. | | | 1.4% | |
AIA Group Ltd. | | | 1.3% | |
U.S. Bancorp | | | 1.3% | |
American Tower Corp., REIT | | | 1.2% | |
Medtronic PLC | | | 1.2% | |
| |
Global equity sectors | | | | |
Financial Services | | | 21.3% | |
Capital Goods | | | 18.4% | |
Technology | | | 17.6% | |
Health Care | | | 10.6% | |
Consumer Cyclicals | | | 10.3% | |
Energy | | | 9.3% | |
Consumer Staples | | | 7.4% | |
Telecommunications/Cable Television | | | 4.4% | |
| | | | |
Issuer country weightings (x) | | | | |
United States | | | 59.8% | |
Japan | | | 5.2% | |
Switzerland | | | 5.0% | |
United Kingdom | | | 4.0% | |
France | | | 3.8% | |
Germany | | | 3.4% | |
China | | | 2.7% | |
Canada | | | 2.7% | |
Hong Kong | | | 2.6% | |
Other Countries | | | 10.8% | |
| |
Currency exposure weightings (y) | | | | |
United States Dollar | | | 61.8% | |
Euro | | | 11.1% | |
Japanese Yen | | | 5.2% | |
Swiss Franc | | | 5.0% | |
British Pound Sterling | | | 4.5% | |
Hong Kong Dollar | | | 3.6% | |
Canadian Dollar | | | 2.2% | |
Chinese Renminbi | | | 1.7% | |
Taiwan Dollar | | | 1.3% | |
Other Currencies | | | 3.6% | |
(x) | Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents. |
(y) | Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents. |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Global Research Portfolio (“fund”) provided a total return of 25.51%, while Service Class shares of the fund provided a total return of 25.17%. These compare with a return of 23.97% over the same period for the fund’s benchmark, the MSCI All Country World Index (net div).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Strong stock selection in the capital goods sector was a primary contributor to performance relative to the MSCI All Country World Index. Within this sector, not holding shares of poor-performing diversified industrial conglomerate General Electric bolstered relative results. Shares of General Electric depreciated during the period as management reduced earnings per share guidance and cut the company’s dividend. Weakness in the company’s Power and Oil & Gas divisions further weighed on the stock. The fund’s overweight positions in specialty chemicals manufacturer LG Chem (h) (South Korea) and paint and coating manufacturer Sherwin-Williams aided relative returns.
Security selection in both the telecommunications/cable television and financial services sectors also benefited relative performance. Within the telecommunications/cable television sector, the fund’s position in wireless telecommunications and broadcast infrastructure company Cellnex Telecom (b) (Spain) buoyed relative results. Within the financial services sector, holding shares of financial services provider HDFC Bank Ltd. (b) (India) and real estate company LEG Immobilien (b) (Germany), and an overweight position in insurance company AIA Group (Hong Kong), contributed to relative returns. Shares of HDFC Bank appreciated as the company reported strong growth in loans, higher fee income and improved cost management.
Elsewhere, overweight positions in software company Adobe Systems and mobile commerce company Alibaba Group Holding (China), and not holding shares of integrated oil and gas company Exxon Mobil, aided relative results.
Detractors from Performance
During the reporting period, not holding shares of computer and personal electronics maker Apple and online advertising provider Tencent Holdings Limited (China) held back relative performance, as both stocks outperformed the benchmark during the period. Shares of Apple advanced on the back of strong earnings results and well-anticipated new product launches that included the iPhone 8, iPhone 8 Plus and iPhone X. Additionally, the fund’s overweight positions in independent oil and gas exploration and production company Pioneer Natural Resources (h), consumer and commercial products manufacturer Newell Brands, automotive components supplier Johnson Controls International, financial services firm Element Fleet Management (h) (Canada), natural gas
3
MFS Global Research Portfolio
Management Review – continued
producer EQT, telecommunications company KDDI (Japan), financial services firm U.S. Bancorp and healthcare products and services provider Henry Schein detracted from relative performance. Shares of Pioneer Natural Resources fell mid-period after the company lowered its production and capital expenditure guidance for 2017, citing unforeseen drilling delays. Declining oil prices further pressured the stock.
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, detracted from relative performance. All of MFS’ investment decisions are driven by the fundamentals of each individual opportunity and, as such, it is common for our funds to have different currency exposure than the benchmark.
Respectfully,
Portfolio Manager(s)
James Keating, Ben Kottler, and Joseph MacDougall
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Global Research Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/07/94 | | 25.51% | | 10.76% | | 5.59% | | |
| | Service Class | | 8/24/01 | | 25.17% | | 10.48% | | 5.32% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | MSCI All Country World Index (net div) (f) | | 23.97% | | 10.80% | | 4.65% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
MSCI All Country World Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the global developed and emerging markets.
It is not possible to invest directly in an index.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.93% | | | | $1,000.00 | | | | $1,099.74 | | | | $4.92 | |
| Hypothetical (h) | | | 0.93% | | | | $1,000.00 | | | | $1,020.52 | | | | $4.74 | |
Service Class | | Actual | | | 1.18% | | | | $1,000.00 | | | | $1,098.47 | | | | $6.24 | |
| Hypothetical (h) | | | 1.18% | | | | $1,000.00 | | | | $1,019.26 | | | | $6.01 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Global Research Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.3% | |
Aerospace – 3.1% | | | | | | | | |
Honeywell International, Inc. | | | 9,475 | | | $ | 1,453,086 | |
Northrop Grumman Corp. | | | 3,387 | | | | 1,039,504 | |
United Technologies Corp. | | | 6,441 | | | | 821,678 | |
| | | | | | | | |
| | | | | | $ | 3,314,268 | |
| | | | | | | | |
Alcoholic Beverages – 1.8% | | | | | | | | |
AmBev S.A., ADR | | | 71,069 | | | $ | 459,106 | |
China Resources Enterprise Ltd. | | | 142,000 | | | | 509,814 | |
Constellation Brands, Inc., “A” | | | 2,544 | | | | 581,482 | |
Thai Beverage PLC | | | 560,700 | | | | 385,692 | |
| | | | | | | | |
| | | | | | $ | 1,936,094 | |
| | | | | | | | |
Apparel Manufacturers – 2.0% | | | | | | | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 2,963 | | | $ | 872,435 | |
NIKE, Inc., “B” | | | 19,549 | | | | 1,222,790 | |
| | | | | | | | |
| | | | | | $ | 2,095,225 | |
| | | | | | | | |
Automotive – 0.6% | | | | | | | | |
USS Co. Ltd. | | | 28,000 | | | $ | 592,927 | |
| | | | | | | | |
Biotechnology – 0.8% | | | | | | | | |
Biogen, Inc. (a) | | | 2,523 | | | $ | 803,752 | |
| | | | | | | | |
Broadcasting – 0.4% | | | | | | | | |
WPP PLC | | | 25,991 | | | $ | 471,024 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.4% | | | | | | | | |
Blackstone Group LP | | | 24,068 | | | $ | 770,657 | |
NASDAQ, Inc. | | | 9,712 | | | | 746,173 | |
| | | | | | | | |
| | | | | | $ | 1,516,830 | |
| | | | | | | | |
Business Services – 5.1% | | | | | | | | |
Accenture PLC, “A” | | | 5,392 | | | $ | 825,461 | |
Cognizant Technology Solutions Corp., “A” | | | 10,966 | | | | 778,805 | |
DXC Technology Co. | | | 10,734 | | | | 1,018,657 | |
Equifax, Inc. | | | 3,705 | | | | 436,894 | |
Fidelity National Information Services, Inc. | | | 9,399 | | | | 884,352 | |
Fiserv, Inc. (a) | | | 4,582 | | | | 600,838 | |
Global Payments, Inc. | | | 8,703 | | | | 872,389 | |
| | | | | | | | |
| | | | | | $ | 5,417,396 | |
| | | | | | | | |
Cable TV – 0.9% | | | | | | | | |
Comcast Corp., “A” | | | 23,479 | | | $ | 940,334 | |
| | | | | | | | |
Chemicals – 3.0% | | | | | | | | |
Celanese Corp. | | | 4,522 | | | $ | 484,216 | |
CF Industries Holdings, Inc. | | | 13,471 | | | | 573,056 | |
DowDuPont, Inc. | | | 15,766 | | | | 1,122,855 | |
PPG Industries, Inc. | | | 8,843 | | | | 1,033,039 | |
| | | | | | | | |
| | | | | | $ | 3,213,166 | |
| | | | | | | | |
Computer Software – 2.1% | | | | | | | | |
Adobe Systems, Inc. (a) | | | 6,260 | | | $ | 1,097,002 | |
Salesforce.com, Inc. (a) | | | 10,991 | | | | 1,123,610 | |
| | | | | | | | |
| | | | | | $ | 2,220,612 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Computer Software – Systems – 1.1% | | | | | |
Constellation Software, Inc. | | | 1,061 | | | $ | 643,201 | |
SS&C Technologies Holdings, Inc. | | | 13,621 | | | | 551,378 | |
| | | | | | | | |
| | | | | | $ | 1,194,579 | |
| | | | | | | | |
Construction – 1.4% | | | | | | | | |
Sherwin-Williams Co. | | | 2,341 | | | $ | 959,904 | |
Techtronic Industries Co. Ltd. | | | 82,500 | | | | 538,008 | |
| | | | | | | | |
| | | | | | $ | 1,497,912 | |
| | | | | | | | |
Consumer Products – 1.7% | | | | | | | | |
Coty, Inc., “A” | | | 22,021 | | | $ | 437,998 | |
L’Oréal | | | 1,770 | | | | 392,784 | |
Newell Brands, Inc. | | | 13,342 | | | | 412,268 | |
Reckitt Benckiser Group PLC | | | 6,199 | | | | 579,092 | |
| | | | | | | | |
| | | | | | $ | 1,822,142 | |
| | | | | | | | |
Consumer Services – 1.1% | | | | | | | | |
Ctrip.com International Ltd., ADR (a) | | | 9,081 | | | $ | 400,472 | |
Priceline Group, Inc. (a) | | | 469 | | | | 815,000 | |
| | | | | | | | |
| | | | | | $ | 1,215,472 | |
| | | | | | | | |
Containers – 0.5% | | | | | | | | |
Berry Global Group, Inc. (a) | | | 8,789 | | | $ | 515,651 | |
| | | | | | | | |
Electrical Equipment – 2.4% | | | | | | | | |
Johnson Controls International PLC | | | 23,351 | | | $ | 889,907 | |
Schneider Electric S.A. | | | 13,402 | | | | 1,139,456 | |
TE Connectivity Ltd. | | | 5,889 | | | | 559,691 | |
| | | | | | | | |
| | | | | | $ | 2,589,054 | |
| | | | | | | | |
Electronics – 2.7% | | | | | | | | |
Analog Devices, Inc. | | | 9,238 | | | $ | 822,459 | |
Broadcom Corp. | | | 2,708 | | | | 695,685 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 131,000 | | | | 1,010,283 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 8,801 | | | | 348,960 | |
| | | | | | | | |
| | | | | | $ | 2,877,387 | |
| | | | | | | | |
Energy – Independent – 2.2% | | | | | | | | |
EOG Resources, Inc. | | | 10,342 | | | $ | 1,116,005 | |
EQT Corp. | | | 9,216 | | | | 524,575 | |
Oil Search Ltd. | | | 107,708 | | | | 654,665 | |
| | | | | | | | |
| | | | | | $ | 2,295,245 | |
| | | | | | | | |
Energy – Integrated – 2.1% | | | | | | | | |
BP PLC | | | 159,912 | | | $ | 1,128,537 | |
Suncor Energy, Inc. | | | 29,073 | | | | 1,067,398 | |
| | | | | | | | |
| | | | | | $ | 2,195,935 | |
| | | | | | | | |
Food & Beverages – 3.1% | | | | | | | | |
Danone S.A. | | | 6,727 | | | $ | 564,593 | |
Mondelez International, Inc. | | | 17,749 | | | | 759,657 | |
Nestle S.A. | | | 12,881 | | | | 1,107,730 | |
PepsiCo, Inc. | | | 7,221 | | | | 865,942 | |
| | | | | | | | |
| | | | | | $ | 3,297,922 | |
| | | | | | | | |
7
MFS Global Research Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Food & Drug Stores – 0.6% | |
Sundrug Co. Ltd. | | | 13,700 | | | $ | 637,124 | |
| | | | | | | | |
Gaming & Lodging – 0.5% | |
Paddy Power Betfair PLC | | | 4,389 | | | $ | 522,953 | |
| | | | | | | | |
General Merchandise – 0.8% | |
Costco Wholesale Corp. | | | 4,504 | | | $ | 838,284 | |
| | | | | | | | |
Health Maintenance Organizations – 0.5% | |
Cigna Corp. | | | 2,820 | | | $ | 572,714 | |
| | | | | | | | |
Insurance – 3.3% | |
AIA Group Ltd. | | | 163,000 | | | $ | 1,390,523 | |
Aon PLC | | | 8,325 | | | | 1,115,550 | |
Chubb Ltd. | | | 6,672 | | | | 974,979 | |
| | | | | | | | |
| | | | | | $ | 3,481,052 | |
| | | | | | | | |
Internet – 5.6% | |
Alibaba Group Holding Ltd., ADR (a) | | | 5,741 | | | $ | 989,921 | |
Alphabet, Inc., “A” (a)(s) | | | 1,770 | | | | 1,864,518 | |
Alphabet, Inc., “C” (a) | | | 433 | | | | 453,091 | |
Facebook, Inc., “A” (a)(s) | | | 10,932 | | | | 1,929,061 | |
LogMeIn, Inc. | | | 5,519 | | | | 631,926 | |
| | | | | | | | |
| | | | | | $ | 5,868,517 | |
| | | | | | | | |
Leisure & Toys – 0.6% | |
Electronic Arts, Inc. (a) | | | 5,638 | | | $ | 592,328 | |
| | | | | | | | |
Machinery & Tools – 3.2% | |
GEA Group AG | | | 14,918 | | | $ | 715,304 | |
Kubota Corp. | | | 36,800 | | | | 721,629 | |
Roper Technologies, Inc. | | | 3,342 | | | | 865,578 | |
Schindler Holding AG | | | 2,249 | | | | 517,677 | |
SPX FLOW, Inc. (a) | | | 12,084 | | | | 574,594 | |
| | | | | | | | |
| | | | | | $ | 3,394,782 | |
| | | | | | | | |
Major Banks – 4.9% | |
Barclays PLC | | | 275,811 | | | $ | 752,030 | |
BNP Paribas | | | 13,608 | | | | 1,016,390 | |
Morgan Stanley | | | 24,381 | | | | 1,279,271 | |
Sumitomo Mitsui Financial Group, Inc. | | | 21,500 | | | | 928,884 | |
UBS AG | | | 64,288 | | | | 1,183,567 | |
| | | | | | | | |
| | | | | | $ | 5,160,142 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.6% | |
Henry Schein, Inc. (a) | | | 8,116 | | | $ | 567,146 | |
ICON PLC (a) | | | 4,545 | | | | 509,722 | |
McKesson Corp. | | | 3,824 | | | | 596,353 | |
| | | | | | | | |
| | | | | | $ | 1,673,221 | |
| | | | | | | | |
Medical Equipment – 2.7% | |
Danaher Corp. | | | 9,357 | | | $ | 868,517 | |
Medtronic PLC | | | 16,052 | | | | 1,296,199 | |
PerkinElmer, Inc. | | | 9,646 | | | | 705,316 | |
| | | | | | | | |
| | | | | | $ | 2,870,032 | |
| | | | | | | | |
Metals & Mining – 0.8% | |
Rio Tinto Ltd. | | | 15,710 | | | $ | 829,129 | |
| | | | | | | | |
Natural Gas – Distribution – 0.6% | |
China Resources Gas Group Ltd. | | | 168,000 | | | $ | 609,611 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Natural Gas – Pipeline – 1.1% | |
Enbridge, Inc. | | | 15,086 | | | $ | 589,998 | |
Enterprise Products Partners LP | | | 20,905 | | | | 554,192 | |
| | | | | | | | |
| | | | | | $ | 1,144,190 | |
| | | | | | | | |
Network & Telecom – 1.0% | |
Cisco Systems, Inc. | | | 26,339 | | | $ | 1,008,784 | |
| | | | | | | | |
Oil Services – 0.7% | |
Schlumberger Ltd. | | | 10,450 | | | $ | 704,226 | |
| | | | | | | | |
Other Banks & Diversified Financials – 10.1% | |
Aeon Credit Service Co. Ltd. | | | 36,000 | | | $ | 838,376 | |
Citigroup, Inc. (s) | | | 23,119 | | | | 1,720,285 | |
Credicorp Ltd. | | | 4,895 | | | | 1,015,370 | |
Discover Financial Services | | | 6,554 | | | | 504,134 | |
HDFC Bank Ltd. | | | 37,614 | | | | 1,113,997 | |
Intesa Sanpaolo S.p.A. | | | 224,051 | | | | 744,652 | |
Julius Baer Group Ltd. | | | 12,969 | | | | 793,219 | |
KBC Groep N.V. | | | 12,305 | | | | 1,049,878 | |
U.S. Bancorp | | | 25,545 | | | | 1,368,701 | |
Visa, Inc., “A” | | | 13,373 | | | | 1,524,789 | |
| | | | | | | | |
| | | | | | $ | 10,673,401 | |
| | | | | | | | |
Pharmaceuticals – 5.0% | |
Bayer AG | | | 9,175 | | | $ | 1,141,141 | |
Genomma Lab Internacional S.A., “B” (a) | | | 383,864 | | | | 400,605 | |
Johnson & Johnson | | | 7,492 | | | | 1,046,782 | |
Roche Holding AG | | | 4,553 | | | | 1,151,742 | |
Santen Pharmaceutical Co. Ltd. | | | 57,100 | | | | 897,485 | |
Zoetis, Inc. | | | 8,948 | | | | 644,614 | |
| | | | | | | | |
| | | | | | $ | 5,282,369 | |
| | | | | | | | |
Printing & Publishing – 0.6% | |
RELX N.V. | | | 28,026 | | | $ | 644,461 | |
| | | | | | | | |
Railroad & Shipping – 1.0% | |
Canadian Pacific Railway Ltd. | | | 2,947 | | | $ | 538,594 | |
DP World Ltd. | | | 21,886 | | | | 547,150 | |
| | | | | | | | |
| | | | | | $ | 1,085,744 | |
| | | | | | | | |
Real Estate – 1.6% | |
LEG Immobilien AG | | | 8,167 | | | $ | 932,186 | |
Store Capital Corp., REIT | | | 30,008 | | | | 781,408 | |
| | | | | | | | |
| | | | | | $ | 1,713,594 | |
| | | | | | | | |
Restaurants – 1.5% | |
Aramark | | | 11,037 | | | $ | 471,721 | |
Starbucks Corp. | | | 18,792 | | | | 1,079,225 | |
| | | | | | | | |
| | | | | | $ | 1,550,946 | |
| | | | | | | | |
Specialty Chemicals – 2.3% | |
Akzo Nobel N.V. | | | 7,087 | | | $ | 620,913 | |
Croda International PLC | | | 7,318 | | | | 437,109 | |
Linde AG (a) | | | 3,530 | | | | 824,434 | |
Sika AG | | | 68 | | | | 540,120 | |
| | | | | | | | |
| | | | | | $ | 2,422,576 | |
| | | | | | | | |
Specialty Stores – 2.3% | |
Amazon.com, Inc. (a) | | | 1,363 | | | $ | 1,593,988 | |
JD.com, Inc., ADR (a) | | | 8,941 | | | | 370,336 | |
8
MFS Global Research Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Specialty Stores – continued | | | | | | | | |
Urban Outfitters, Inc. (a) | | | 12,077 | | | $ | 423,420 | |
| | | | | | | | |
| | | | | | $ | 2,387,744 | |
| | | | | | | | |
Telecommunications – Wireless – 3.3% | | | | | |
Advanced Info Service PLC | | | 96,100 | | | $ | 563,213 | |
American Tower Corp., REIT | | | 9,163 | | | | 1,307,285 | |
Cellnex Telecom S.A.U. | | | 28,078 | | | | 719,268 | |
KDDI Corp. | | | 35,200 | | | | 876,134 | |
| | | | | | | | |
| | | | | | $ | 3,465,900 | |
| | | | | | | | |
Telephone Services – 0.2% | | | | | | | | |
Com Hem Holding AB | | | 14,059 | | | $ | 214,919 | |
| | | | | | | | |
Tobacco – 0.7% | | | | | | | | |
Philip Morris International, Inc. | | | 7,436 | | | $ | 785,613 | |
| | | | | | | | |
Utilities – Electric Power – 2.7% | | | | | | | | |
CLP Holdings Ltd. | | | 79,000 | | | $ | 808,414 | |
CMS Energy Corp. | | | 21,210 | | | | 1,003,233 | |
Iberdrola S.A. | | | 53,593 | | | | 415,401 | |
NextEra Energy, Inc. | | | 4,252 | | | | 664,120 | |
| | | | | | | | |
| | | | | | $ | 2,891,168 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $82,606,975) | | | | | | $ | 105,048,451 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 0.5% | | | | | |
MONEY MARKET FUNDS – 0.5% | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $477,581) | | | 477,596 | | | $ | 477,548 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.2% | | | | | | | 219,645 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 105,745,644 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $477,548 and $105,048,451, respectively. |
(s) | | Security or a portion of the security was pledged to cover collateral requirements for certain derivative transactions. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
At December 31, 2017, the fund had cash collateral of $19,420 and other liquid securities with an aggregate value of $587,709 to cover collateral or margin obligations for certain derivative contracts. Restricted cash and deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $82,606,975) | | | $105,048,451 | |
Investments in affiliated issuers, at value (identified cost, $477,581) | | | 477,548 | |
Deposits with brokers for | |
Cleared options | | | 19,420 | |
Receivables for | |
Investments sold | | | 286,667 | |
Interest and dividends | | | 186,839 | |
Other assets | | | 1,066 | |
Total assets | | | $106,019,991 | |
Liabilities | | | | |
Payables for | | | | |
Fund shares reacquired | | | $185,946 | |
Payable to affiliates | |
Investment adviser | | | 8,881 | |
Shareholder servicing costs | | | 27 | |
Distribution and/or service fees | | | 201 | |
Payable for independent Trustees’ compensation | | | 38 | |
Deferred country tax expense payable | | | 10,107 | |
Accrued expenses and other liabilities | | | 69,147 | |
Total liabilities | | | $274,347 | |
Net assets | | | $105,745,644 | |
Net assets consist of | | | | |
Paid-in capital | | | $76,629,048 | |
Unrealized appreciation (depreciation) (net of $10,107 deferred country tax) | | | 22,430,889 | |
Accumulated net realized gain (loss) | | | 5,690,325 | |
Undistributed net investment income | | | 995,382 | |
Net assets | | | $105,745,644 | |
Shares of beneficial interest outstanding | | | 3,333,026 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $98,434,095 | | | | 3,101,704 | | | | $31.74 | |
Service Class | | | 7,311,549 | | | | 231,322 | | | | 31.61 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | |
Income | |
Dividends | | | $2,060,790 | |
Dividends from affiliated issuers | | | 4,995 | |
Interest | | | 397 | |
Income on securities loaned | | | 2,189 | |
Foreign taxes withheld | | | (102,799 | ) |
Total investment income | | | $1,965,572 | |
Expenses | |
Management fee | | | $780,137 | |
Distribution and/or service fees | | | 18,830 | |
Shareholder servicing costs | | | 3,244 | |
Administrative services fee | | | 26,031 | |
Independent Trustees’ compensation | | | 2,735 | |
Custodian fee | | | 45,977 | |
Shareholder communications | | | 20,885 | |
Audit and tax fees | | | 62,852 | |
Legal fees | | | 2,304 | |
Miscellaneous | | | 17,845 | |
Total expenses | | | $980,840 | |
Reduction of expenses by investment adviser | | | (8,327 | ) |
Net expenses | | | $972,513 | |
Net investment income (loss) | | | $993,059 | |
Realized and unrealized gain (loss) | |
Realized gain (loss) (identified cost basis) | |
Unaffiliated issuers (net of $813 country tax) | | | $8,678,144 | |
Affiliated issuers | | | (82 | ) |
Foreign currency | | | 3,173 | |
Net realized gain (loss) | | | $8,681,235 | |
Change in unrealized appreciation (depreciation) | |
Unaffiliated issuers (net of $10,107 increase in deferred country tax) | | | $13,806,055 | |
Affiliated issuers | | | (33 | ) |
Translation of assets and liabilities in foreign currencies | | | 10,144 | |
Net unrealized gain (loss) | | | $13,816,166 | |
Net realized and unrealized gain (loss) | | | $22,497,401 | |
Change in net assets from operations | | | $23,490,460 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | |
Net investment income (loss) | | | $993,059 | | | | $1,636,784 | |
Net realized gain (loss) | | | 8,681,235 | | | | 2,401,001 | |
Net unrealized gain (loss) | | | 13,816,166 | | | | 1,193,062 | |
Change in net assets from operations | | | $23,490,460 | | | | $5,230,847 | |
Distributions declared to shareholders | |
From net investment income | | | $(1,601,030 | ) | | | $(1,109,452 | ) |
Change in net assets from fund share transactions | | | $(14,840,181 | ) | | | $(11,897,734 | ) |
Total change in net assets | | | $7,049,249 | | | | $(7,776,339 | ) |
Net assets | |
At beginning of period | | | 98,696,395 | | | | 106,472,734 | |
At end of period (including undistributed net investment income of $995,382 and $1,623,801, respectively) | | | $105,745,644 | | | | $98,696,395 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $25.69 | | | | $24.63 | | | | $25.18 | | | | $24.85 | | | | $20.36 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.28 | | | | $0.41 | (c) | | | $0.25 | | | | $0.29 | | | | $0.24 | |
Net realized and unrealized gain (loss) | | | 6.24 | | | | 0.93 | | | | (0.47 | ) | | | 0.31 | | | | 4.61 | |
Total from investment operations | | | $6.52 | | | | $1.34 | | | | $(0.22 | ) | | | $0.60 | | | | $4.85 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.47 | ) | | | $(0.28 | ) | | | $(0.33 | ) | | | $(0.27 | ) | | | $(0.36 | ) |
Net asset value, end of period (x) | | | $31.74 | | | | $25.69 | | | | $24.63 | | | | $25.18 | | | | $24.85 | |
Total return (%) (k)(r)(s)(x) | | | 25.51 | | | | 5.44 | (c) | | | (0.81 | ) | | | 2.40 | | | | 24.00 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.92 | | | | 0.78 | (c) | | | 0.92 | | | | 0.92 | | | | 0.92 | |
Expenses after expense reductions (f) | | | 0.92 | | | | 0.77 | (c) | | | 0.91 | | | | 0.91 | | | | 0.92 | |
Net investment income (loss) | | | 0.97 | | | | 1.64 | (c) | | | 0.98 | | | | 1.15 | | | | 1.08 | |
Portfolio turnover | | | 33 | | | | 40 | | | | 40 | | | | 37 | | | | 41 | |
Net assets at end of period (000 omitted) | | | $98,434 | | | | $91,281 | | | | $98,321 | | | | $113,018 | | | | $126,707 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale expenses (f) | | | N/A | | | | N/A | | | | N/A | | | | 0.91 | | | | 0.91 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $25.59 | | | | $24.52 | | | | $25.06 | | | | $24.72 | | | | $20.25 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.21 | | | | $0.34 | (c) | | | $0.19 | | | | $0.23 | | | | $0.19 | |
Net realized and unrealized gain (loss) | | | 6.20 | | | | 0.94 | | | | (0.47 | ) | | | 0.31 | | | | 4.57 | |
Total from investment operations | | | $6.41 | | | | $1.28 | | | | $(0.28 | ) | | | $0.54 | | | | $4.76 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.39 | ) | | | $(0.21 | ) | | | $(0.26 | ) | | | $(0.20 | ) | | | $(0.29 | ) |
Net asset value, end of period (x) | | | $31.61 | | | | $25.59 | | | | $24.52 | | | | $25.06 | | | | $24.72 | |
Total return (%) (k)(r)(s)(x) | | | 25.17 | | | | 5.21 | (c) | | | (1.09 | ) | | | 2.15 | | | | 23.68 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.17 | | | | 1.03 | (c) | | | 1.17 | | | | 1.17 | | | | 1.17 | |
Expenses after expense reductions (f) | | | 1.17 | | | | 1.02 | (c) | | | 1.16 | | | | 1.16 | | | | 1.17 | |
Net investment income (loss) | | | 0.73 | | | | 1.39 | (c) | | | 0.74 | | | | 0.90 | | | | 0.86 | |
Portfolio turnover | | | 33 | | | | 40 | | | | 40 | | | | 37 | | | | 41 | |
Net assets at end of period (000 omitted) | | | $7,312 | | | | $7,415 | | | | $8,151 | | | | $9,551 | | | | $11,013 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale expenses (f) | | | N/A | | | | N/A | | | | N/A | | | | 1.16 | | | | 1.16 | |
See Notes to Financial Statements
13
MFS Global Research Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
14
MFS Global Research Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS Global Research Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
(2) | | Significant Accounting Policies |
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. 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 traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of
15
MFS Global Research Portfolio
Notes to Financial Statements – continued
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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $62,578,415 | | | | $— | | | | $— | | | | $62,578,415 | |
Japan | | | 5,492,559 | | | | — | | | | — | | | | 5,492,559 | |
Switzerland | | | 5,294,055 | | | | — | | | | — | | | | 5,294,055 | |
United Kingdom | | | 2,144,738 | | | | 2,052,183 | | | | — | | | | 4,196,921 | |
France | | | 3,985,658 | | | | — | | | | — | | | | 3,985,658 | |
Germany | | | 824,434 | | | | 2,788,631 | | | | — | | | | 3,613,065 | |
China | | | 2,880,154 | | | | — | | | | — | | | | 2,880,154 | |
Canada | | | 2,839,190 | | | | — | | | | — | | | | 2,839,190 | |
Hong Kong | | | 2,736,949 | | | | — | | | | — | | | | 2,736,949 | |
Other Countries | | | 10,868,272 | | | | 563,213 | | | | — | | | | 11,431,485 | |
Mutual Funds | | | 477,548 | | | | — | | | | — | | | | 477,548 | |
Total | | | $100,121,972 | | | | $5,404,027 | | | | $— | | | | $105,525,999 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $471,024 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $15,015,480 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 using other observable market-based inputs. 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.
16
MFS Global Research Portfolio
Notes to Financial Statements – continued
The derivative instruments used by the fund during the period were purchased options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. At December 31, 2017, 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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Unaffiliated Issuers (Purchased Options) | |
Equity | | | $75,604 | |
There is no change in unrealized appreciation (depreciation) on derivative transactions at period end.
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Purchased Options – The fund purchased call options for a premium. Purchased call options entitle the holder to buy 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.
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 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.
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 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
17
MFS Global Research Portfolio
Notes to Financial Statements – continued
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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, 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.
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 partnership adjustments.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $1,601,030 | | | | $1,109,452 | |
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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 12/31/17 | | | | |
Cost of investments | | | $83,143,895 | |
Gross appreciation | | | 24,625,366 | |
Gross depreciation | | | (2,243,262 | ) |
Net unrealized appreciation (depreciation) | | | $22,382,104 | |
Undistributed ordinary income | | | 995,382 | |
Undistributed long-term capital gain | | | 5,671,095 | |
Other temporary differences | | | 68,015 | |
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 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $1,502,165 | | | | $1,044,460 | |
Service Class | | | 98,865 | | | | 64,992 | |
Total | | | $1,601,030 | | | | $1,109,452 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $300 million | | | 0.75% | |
In excess of $300 million | | | 0.675% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $8,327, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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.
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, 2017, the fee was $2,774, 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, 2017, these costs amounted to $470.
Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.0250% 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
19
MFS Global Research Portfolio
Notes to Financial Statements – continued
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, 2017, the fee paid by the fund under this agreement was $185 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $412,837 and $61,710, respectively. The sales transactions resulted in net realized gains (losses) of $18,419.
For the year ended December 31, 2017, purchases and sales of investments, other than purchased option transactions and short-term obligations, aggregated $33,663,096 and $48,838,899, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 26,267 | | | | $775,526 | | | | 42,946 | | | | $1,067,404 | |
Service Class | | | 7,463 | | | | 214,891 | | | | 8,067 | | | | 196,320 | |
| | | 33,730 | | | | $990,417 | | | | 51,013 | | | | $1,263,724 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 51,146 | | | | $1,502,165 | | | | 40,125 | | | | $1,044,460 | |
Service Class | | | 3,377 | | | | 98,865 | | | | 2,505 | | | | 64,992 | |
| | | 54,523 | | | | $1,601,030 | | | | 42,630 | | | | $1,109,452 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (528,496 | ) | | | $(15,420,190 | ) | | | (522,570 | ) | | | $(12,961,287 | ) |
Service Class | | | (69,314 | ) | | | (2,011,438 | ) | | | (53,179 | ) | | | (1,309,623 | ) |
| | | (597,810 | ) | | | $(17,431,628 | ) | | | (575,749 | ) | | | $(14,270,910 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (451,083 | ) | | | $(13,142,499 | ) | | | (439,499 | ) | | | $(10,849,423 | ) |
Service Class | | | (58,474 | ) | | | (1,697,682 | ) | | | (42,607 | ) | | | (1,048,311 | ) |
| | | (509,557 | ) | | | $(14,840,181 | ) | | | (482,106 | ) | | | $(11,897,734 | ) |
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, 2017, the fund’s commitment fee and interest expense were $703 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
20
MFS Global Research Portfolio
Notes to Financial Statements – continued
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 153 | | | | 19,992,828 | | | | (19,515,385 | ) | | | 477,596 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(82) | | | $(33 | ) | | | $— | | | | $4,995 | | | | $477,548 | |
21
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Research Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Global Research Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
23
MFS Global Research Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
24
MFS Global Research Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) James Keating Ben Kottler Joseph MacDougall | | |
25
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 3rd quintile for the five-year period ended December 31, 2016 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
26
MFS Global Research Portfolio
Board Review of Investment Advisory Agreement – continued
of their overall conclusions regarding the investment advisory agreement, that MFS’ responses and efforts and plans to improve investment performance were sufficient to support approval of the continuance of the investment advisory agreement for an additional one-year period, but that they would continue to closely monitor the performance of the Fund.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to 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, 2017.
27
MFS Global Research Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
For corporate shareholders, 66.31% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
28
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
30
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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
| | | | | | | | | | | | | | | | | | |
| | | | | Tactical Overlay (b) | | | | |
| | | | Active Security Selection (a) | | | Long | | | Short | | | Net Market Exposure (c) | |
Fixed Income | | U.S. | | | 21.5% | | | | 0.0% | | | | (5.0)% | | | | 16.5% | |
| | Europe ex-U.K. | | | 11.5% | | | | 3.9% | | | | 0.0% | | | | 15.4% | |
| | Asia/Pacific ex-Japan | | | 1.6% | | | | 7.4% | | | | 0.0% | | | | 9.0% | |
| | Japan | | | 5.7% | | | | 0.0% | | | | (0.2)% | | | | 5.5% | |
| | Emerging Markets | | | 3.1% | | | | 0.0% | | | | 0.0% | | | | 3.1% | |
| | United Kingdom | | | 3.3% | | | | 0.0% | | | | (1.2)% | | | | 2.1% | |
| | Supranational | | | 0.2% | | | | 0.0% | | | | 0.0% | | | | 0.2% | |
| | Developed - Middle East/Africa | | | 0.1% | | | | 0.0% | | | | 0.0% | | | | 0.1% | |
| | North America ex-U.S. | | | 2.7% | | | | 0.0% | | | | (7.0)% | | | | (4.3)% | |
| | Total | | | 49.7% | | | | 11.3% | | | | (13.4)% | | | | 47.6% | |
Equity | | U.S. Large Cap | | | 18.3% | | | | 0.5% | | | | 0.0% | | | | 18.8% | |
| | Europe ex-U.K. | | | 7.3% | | | | 5.1% | | | | (4.7)% | | | | 7.7% | |
| | Asia/Pacific ex-Japan | | | 0.5% | | | | 7.0% | | | | (0.6)% | | | | 6.9% | |
| | Japan | | | 2.7% | | | | 1.4% | | | | 0.0% | | | | 4.1% | |
| | United Kingdom | | | 2.9% | | | | 0.0% | | | | (0.5)% | | | | 2.4% | |
| | Emerging Markets | | | 2.0% | | | | 6.7% | | | | (7.6)% | | | | 1.1% | |
| | Developed - Middle East/Africa | | | 0.1% | | | | 0.0% | | | | 0.0% | | | | 0.1% | |
| | U.S. Small/Mid Cap | | | 0.8% | | | | 0.0% | | | | (1.9)% | | | | (1.1)% | |
| | North America ex-U.S. | | | 1.2% | | | | 0.0% | | | | (3.4)% | | | | (2.2)% | |
| | Total | | | 35.8% | | | | 20.7% | | | | (18.7)% | | | | 37.8% | |
Real Estate-related | | Non-U.S. | | | 1.0% | | | | 0.0% | | | | 0.0% | | | | 1.0% | |
| | U.S. | | | 0.4% | | | | 0.0% | | | | 0.0% | | | | 0.4% | |
| | Total | | | 1.4% | | | | 0.0% | | | | 0.0% | | | | 1.4% | |
Cash | | Cash & Cash Equivalents (d) | | | | | | | | | | | | | | | 10.6% | |
| | Other (e) | | | | | | | | | | | | | | | 2.6% | |
| | Total | | | | | | | | | | | | | | | 13.2% | |
| | Total Net Exposure Summary | | | | | | | | | | | | | | | 100.0% | |
| | | | | | | | |
Strategic Allocation Targets & Net Exposure Ranges | | | | | | | | |
Asset Class | | | Target (w) | | | | Ranges (z) | |
Equity | | | 35% | | | | 0 to 70% | |
Fixed Income, Cash & Cash Equivalents | | | 65% | | | | 30 to 100% | |
| | | | |
Top ten holdings (c) | | | | |
Australian Treasury Bond 10 yr Future – MAR 2018 | | | 7.4% | |
German Euro Bund Future – MAR 2018 | | | 3.9% | |
Hang Seng Index Future – JAN 2018 | | | 3.6% | |
MSCI Singapore Index Future – JAN 2018 | | | 3.4% | |
FTSE/MIB Index Future – MAR 2018 | | | 3.4% | |
BIST 30 Index Future – MAR 2018 | | | 3.3% | |
AEX 25 Index Future – JAN 2018 | | | (2.5)% | |
S&P/TSX 60 Index Future – MAR 2018 | | | (3.4)% | |
Canadian Treasury Bond 10 yr Future – MAR 2018 | | | (7.0)% | |
U.S. Treasury Note 10 yr Future – MAR 2018 | | | (7.6)% | |
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 the use of derivative positions. Percentages reflect the equivalent exposure of those derivative positions. |
(c) | | For purposes of this presentation, the components include the value of securities, less any securities sold short, and reflect the impact of the equivalent exposure of all derivative positions. These amounts may be negative from time to time. The bond component will include any accrued interest amounts. |
(d) | | Cash & Cash Equivalents includes any cash, investments in money market funds, short term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities. |
(e) | | Other includes currency derivatives and/or the offsetting of the leverage produced by the fund’s derivative positions, including payables and/or receivables of the finance leg of interest rate swaps and the unrealized gain or loss in connection with forward currency exchange contracts. |
(w) | | The strategic asset class allocations have been selected for investment over longer time periods. The actual strategic asset class weightings can deviate due to market movements and cash flows. |
(z) | | The fund’s net exposures to the asset classes referenced will normally fall within these ranges after taking into account the tactical overlay. |
Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The value of derivatives may be different.
Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Global Tactical Allocation Portfolio (“fund”) provided a total return of 10.83%, while Service Class shares of the fund provided a total return of 10.58%. These compare with a return of 7.39% over the same period for the fund’s benchmark, the Bloomberg Barclays Global Aggregate Bond Index. The fund’s other benchmarks, the MSCI World Index (net div) and the MFS Global Tactical Allocation Blended Index (“Blended Index”), generated total returns of 22.40% and 9.98%, 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, inverse floating rate instruments, and swaps.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Detractors from Performance
Within the equity portion of the fund, an underweight allocation to the technology sector held back performance relative to the MSCI World Index. Here, not owning computer and personal electronics maker Apple and software giant Microsoft, and an underweight position in social networking service provider Facebook(h), detracted from relative performance.
Stock selection in the financial services sector further weakened relative returns. However, there were no individual stocks within this sector that were among the fund’s largest relative detractors during the period.
Elsewhere, not owning shares of strong-performing internet retailer Amazon.com dampened relative performance. The fund’s overweight positions in tobacco company Japan Tobacco (Japan), telecommunications company KDDI (Japan), global food company General Mills, global marketing and communications company Omnicom Group, automotive components supplier Johnson Controls and supply chain support services and information management solutions provider Brambles (Australia) also held back relative returns.
Within the fixed income portion of the fund, currency hedging, in particular from the British pound, detracted from performance relative to the Bloomberg Barclays Global Aggregate Bond Index.
4
MFS Global Tactical Allocation Portfolio
Management Review – continued
As part of the tactical overlay, the fund’s allocation to Europe ex-U.K. equities, via equity index futures, specifically the fund’s long exposure to both France and Spain, and a long exposure to United Kingdom equities, hindered relative performance. A long exposure to the German fixed income market, via fixed income index future contracts, further weighed on relative returns. The fund’s short positions in the Euro and Swedish krona, via forward foreign currency exchange contracts, were additional factors that weakened relative returns.
Contributors to Performance
Within the equity portion of the fund, security selection in the autos & housing sector, and the combination of strong stock selection and an underweight position in the energy sector, boosted relative performance. However, there were no individual stocks within either sector that were among the fund’s largest relative contributors during the period.
Elsewhere, not owning shares of diversified industrial conglomerate General Electric helped relative results. The fund’s positions in semiconductor manufacturer Taiwan Semiconductor(b) (Taiwan), airline company Air Canada(b) (Canada) and microchip and electronics manufacturer Samsung Electronics(b) (South Korea) also aided relative performance. Additionally, overweight positions in integrated circuits and electronic devices developer Cadence Design Systems, semiconductor company Texas Instruments, real estate company Deutsche Wohnen (Germany), tourism and travel IT solutions provider Amadeus IT Holding (Spain), household and industrial products manufacturer Kao (Japan) and wine and alcoholic beverage producer Pernod Ricard (France) further supported relative performance.
Within the fixed income portion of the fund, a lesser-than-benchmark exposure to the U.S. treasury sector helped relative performance. Additionally, the fund’s greater-than-benchmark exposure to the industrials sector, and strong security selection within European-based issues, also supported relative results.
The fund’s tactical overlay contributed to absolute performance, led by an overweight allocation to the Asia Pacific segment, particularly a long exposure to Hong Kong equities, via equity index futures, and a short exposure to Australia. Additionally, an overweight allocation to the emerging markets segment, most notably Turkey, and a short exposure to Canada also aided relative returns. A long exposure to the Australian fixed income market, and short exposures to both the Canadian and US fixed income markets, via fixed income index futures, helped as well. A long exposure to the Norwegian krone, via forward foreign currency exchange contracts, further supported positive results.
Respectfully,
Portfolio Manager(s)
Nevin Chitkara, Pablo De La Mata, Pilar Gomez-Bravo, Steven Gorham, Richard Hawkins, Vipin Narula, Ben Nastou, Robert Persons, Jonathan Sage, Natalie Shapiro, Robert Spector, Benjamin Stone, and Erik Weisman
(b) | Security is not a benchmark constituent. |
Note to Shareholders: Effective October 1, 2017, Vipin Narula became a Portfolio Manager of the Fund.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
5
MFS Global Tactical Allocation Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 11/07/94 | | 10.83% | | 5.53% | | 4.11% | | |
| | Service Class | | 8/24/01 | | 10.58% | | 5.28% | | 3.86% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Bloomberg Barclays Global Aggregate Bond Index (f) | | 7.39% | | 0.79% | | 3.09% | | |
| | MFS Global Tactical Allocation Blended Index (f)(w) | | 9.98% | | 5.85% | | 4.67% | | |
| | Bloomberg Barclays Global Aggregate Bond Index Hedged (f) | | 3.04% | | 3.06% | | 4.16% | | |
| | MSCI World Index (net div) (f) | | 22.40% | | 11.64% | | 5.03% | | |
(f) | | Source: FactSet Research Systems Inc. |
(w) | | As of December 31, 2017, MFS Global Tactical Allocation Blended Index was comprised of 35% MSCI World Index (net div), 54% Bloomberg Barclays Global Aggregate Bond Index Hedged, and 11% Bloomberg Barclays Global Aggregate Bond Index. |
Benchmark Definition(s)
Bloomberg 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.
Bloomberg 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 (net div) – 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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.81% | | | | $1,000.00 | | | | $1,034.70 | | | | $4.15 | |
| Hypothetical (h) | | | 0.81% | | | | $1,000.00 | | | | $1,021.12 | | | | $4.13 | |
Service Class | | Actual | | | 1.06% | | | | $1,000.00 | | | | $1,033.85 | | | | $5.43 | |
| Hypothetical (h) | | | 1.06% | | | | $1,000.00 | | | | $1,019.86 | | | | $5.40 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Notes to Expense Table
Expense ratios include 0.04% of interest expense on uncovered collateral or margin obligations with the brokers (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
8
MFS Global Tactical Allocation Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 36.2% | | | | | | | | |
Aerospace – 1.2% | | | | | |
Boeing Co. | | | 4,344 | | | $ | 1,281,089 | |
Honeywell International, Inc. | | | 22,247 | | | | 3,411,800 | |
Lockheed Martin Corp. | | | 10,071 | | | | 3,233,295 | |
United Technologies Corp. | | | 10,789 | | | | 1,376,353 | |
| | | | | | | | |
| | | | | | $ | 9,302,537 | |
| | | | | | | | |
Airlines – 0.2% | | | | | |
Air Canada (a) | | | 86,398 | | | $ | 1,778,823 | |
| | | | | | | | |
Alcoholic Beverages – 0.7% | | | | | |
Heineken N.V. | | | 23,930 | | | $ | 2,495,968 | |
Pernod Ricard S.A. | | | 16,830 | | | | 2,664,528 | |
| | | | | | | | |
| | | | | | $ | 5,160,496 | |
| | | | | | | | |
Apparel Manufacturers – 0.2% | | | | | |
Compagnie Financiere Richemont S.A. | | | 10,797 | | | $ | 978,373 | |
NIKE, Inc., “B” | | | 6,451 | | | | 403,510 | |
| | | | | | | | |
| | | | | | $ | 1,381,883 | |
| | | | | | | | |
Automotive – 0.6% | | | | | |
Aptiv PLC | | | 10,448 | | | $ | 886,304 | |
Delphi Technologies PLC (a) | | | 3,482 | | | | 182,701 | |
General Motors Co. | | | 29,765 | | | | 1,220,067 | |
Hyundai Motor Co. Ltd. | | | 1,321 | | | | 192,495 | |
Magna International, Inc. | | | 31,232 | | | | 1,770,062 | |
USS Co. Ltd. | | | 24,200 | | | | 512,458 | |
| | | | | | | | |
| | | | | | $ | 4,764,087 | |
| | | | | | | | |
Biotechnology – 0.1% | | | | | |
Biogen, Inc. (a) | | | 2,213 | | | $ | 704,995 | |
| | | | | | | | |
Broadcasting – 0.4% | | | | | |
Omnicom Group, Inc. | | | 20,201 | | | $ | 1,471,239 | |
WPP PLC | | | 103,244 | | | | 1,871,049 | |
| | | | | | | | |
| | | | | | $ | 3,342,288 | |
| | | | | | | | |
Brokerage & Asset Managers – 0.5% | | | | | |
Apollo Global Management LLC, “A” | | | 15,097 | | | $ | 505,297 | |
BlackRock, Inc. | | | 4,060 | | | | 2,085,663 | |
Daiwa Securities Group, Inc. | | | 67,000 | | | | 420,344 | |
TMX Group Ltd. | | | 8,774 | | | | 491,679 | |
| | | | | | | | |
| | | | | | $ | 3,502,983 | |
| | | | | | | | |
Business Services – 2.5% | | | | | |
Accenture PLC, “A” | | | 28,932 | | | $ | 4,429,200 | |
Bunzl PLC | | | 41,525 | | | | 1,161,667 | |
CGI Group, Inc. (a) | | | 8,811 | | | | 478,752 | |
Compass Group PLC | | | 120,871 | | | | 2,613,588 | |
DXC Technology Co. | | | 21,602 | | | | 2,050,030 | |
Equifax, Inc. | | | 4,916 | | | | 579,695 | |
Experian Group Ltd. | | | 49,560 | | | | 1,089,192 | |
Fidelity National Information Services, Inc. | | | 10,769 | | | | 1,013,255 | |
Fiserv, Inc. (a) | | | 7,345 | | | | 963,150 | |
Nomura Research, Inc. | | | 40,500 | | | | 1,883,470 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Business Services – continued | | | | | |
Secom Co. Ltd. | | | 20,000 | | | $ | 1,510,007 | |
SGS S.A. | | | 413 | | | | 1,076,949 | |
| | | | | | | | |
| | | | | | $ | 18,848,955 | |
| | | | | | | | |
Cable TV – 0.4% | | | | | |
Comcast Corp., “A” | | | 77,152 | | | $ | 3,089,938 | |
| | | | | | | | |
Chemicals – 1.3% | | | | | |
3M Co. (s) | | | 12,789 | | | $ | 3,010,147 | |
CF Industries Holdings, Inc. | | | 5,866 | | | | 249,540 | |
Givaudan S.A. | | | 987 | | | | 2,281,004 | |
LyondellBasell Industries N.V., “A” | | | 3,618 | | | | 399,138 | |
Monsanto Co. | | | 4,500 | | | | 525,510 | |
Orica Ltd. | | | 40,024 | | | | 565,240 | |
PPG Industries, Inc. | | | 25,043 | | | | 2,925,523 | |
| | | | | | | | |
| | | | | | $ | 9,956,102 | |
| | | | | | | | |
Computer Software – 0.3% | | | | | |
Cadence Design Systems, Inc. (a) | | | 21,305 | | | $ | 890,975 | |
Check Point Software Technologies Ltd. (a) | | | 10,225 | | | | 1,059,515 | |
| | | | | | | | |
| | | | | | $ | 1,950,490 | |
| | | | | | | | |
Computer Software – Systems – 0.6% | | | | | |
Amadeus IT Holding S.A. | | | 30,447 | | | $ | 2,195,927 | |
Hitachi Ltd. | | | 101,000 | | | | 786,935 | |
Hon Hai Precision Industry Co. Ltd. | | | 246,900 | | | | 789,854 | |
International Business Machines Corp. | | | 7,518 | | | | 1,153,412 | |
| | | | | | | | |
| | | | | | $ | 4,926,128 | |
| | | | | | | | |
Construction – 0.4% | | | | | |
Geberit AG | | | 1,453 | | | $ | 639,830 | |
Persimmon PLC | | | 16,554 | | | | 611,317 | |
Sherwin-Williams Co. | | | 3,738 | | | | 1,532,730 | |
Stanley Black & Decker, Inc. | | | 3,301 | | | | 560,147 | |
| | | | | | | | |
| | | | | | $ | 3,344,024 | |
| | | | | | | | |
Consumer Products – 1.4% | | | | | |
Coty, Inc., “A” | | | 25,772 | | | $ | 512,605 | |
Essity AB (a) | | | 26,108 | | | | 741,569 | |
Kao Corp. | | | 47,200 | | | | 3,191,629 | |
Procter & Gamble Co. | | | 33,622 | | | | 3,089,189 | |
Reckitt Benckiser Group PLC | | | 29,637 | | | | 2,768,598 | |
| | | | | | | | |
| | | | | | $ | 10,303,590 | |
| | | | | | | | |
Containers – 0.2% | | | | | |
Brambles Ltd. | | | 125,331 | | | $ | 984,741 | |
Crown Holdings, Inc. (a) | | | 6,108 | | | | 343,575 | |
| | | | | | | | |
| | | | | | $ | 1,328,316 | |
| | | | | | | | |
Electrical Equipment – 1.3% | | | | | |
IMI PLC | | | 28,626 | | | $ | 512,426 | |
Johnson Controls International PLC | | | 53,763 | | | | 2,048,908 | |
Legrand S.A. | | | 16,436 | | | | 1,265,873 | |
OMRON Corp. | | | 20,200 | | | | 1,204,739 | |
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MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Electrical Equipment – continued | | | | | |
Schneider Electric S.A. | | | 45,401 | | | $ | 3,860,053 | |
Spectris PLC | | | 19,530 | | | | 652,892 | |
| | | | | | | | |
| | | | | | $ | 9,544,891 | |
| | | | | | | | |
Electronics – 2.1% | | | | | |
Analog Devices, Inc. | | | 13,861 | | | $ | 1,234,045 | |
Halma PLC | | | 55,120 | | | | 935,425 | |
Hirose Electric Co. Ltd. | | | 6,100 | | | | 891,653 | |
Hoya Corp. | | | 11,300 | | | | 564,423 | |
Intel Corp. | | | 21,787 | | | | 1,005,688 | |
Samsung Electronics Co. Ltd. | | | 695 | | | | 1,654,159 | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 152,916 | | | | 6,063,119 | |
Texas Instruments, Inc. | | | 35,060 | | | | 3,661,666 | |
| | | | | | | | |
| | | | | | $ | 16,010,178 | |
| | | | | | | | |
Energy – Independent – 0.5% | | | | | | | | |
Occidental Petroleum Corp. | | | 11,674 | | | $ | 859,907 | |
Phillips 66 | | | 15,196 | | | | 1,537,075 | |
Valero Energy Corp. | | | 12,997 | | | | 1,194,554 | |
| | | | | | | | |
| | | | | | $ | 3,591,536 | |
| | | | | | | | |
Energy – Integrated – 1.1% | | | | | | | | |
BP PLC | | | 194,051 | | | $ | 1,369,464 | |
Chevron Corp. | | | 9,197 | | | | 1,151,372 | |
China Petroleum & Chemical Corp. | | | 974,000 | | | | 714,339 | |
Exxon Mobil Corp. | | | 30,235 | | | | 2,528,855 | |
Galp Energia SGPS S.A., “B” | | | 50,835 | | | | 934,738 | |
LUKOIL PJSC, ADR | | | 15,729 | | | | 900,013 | |
Suncor Energy, Inc. | | | 30,432 | | | | 1,117,293 | |
| | | | | | | | |
| | | | | | $ | 8,716,074 | |
| | | | | | | | |
Engineering – Construction – 0.1% | | | | | | | | |
Bouygues S.A. | | | 17,129 | | | $ | 890,117 | |
| | | | | | | | |
Entertainment – 0.1% | | | | | | | | |
Time Warner, Inc. | | | 5,303 | | | $ | 485,065 | |
| | | | | | | | |
Food & Beverages – 1.7% | | | | | | | | |
Bakkafrost P/F | | | 5,561 | | | $ | 235,496 | |
Danone S.A. | | | 18,396 | | | | 1,543,966 | |
General Mills, Inc. | | | 35,515 | | | | 2,105,684 | |
J.M. Smucker Co. | | | 5,315 | | | | 660,336 | |
Marine Harvest | | | 74,483 | | | | 1,260,948 | |
Nestle S.A. | | | 62,867 | | | | 5,406,388 | |
Tyson Foods, Inc., “A” | | | 21,001 | | | | 1,702,551 | |
| | | | | | | | |
| | | | | | $ | 12,915,369 | |
| | | | | | | | |
Food & Drug Stores – 0.1% | | | | | | | | |
Wesfarmers Ltd. | | | 24,436 | | | $ | 846,920 | |
| | | | | | | | |
Forest & Paper Products – 0.0% | | | | | | | | |
Svenska Cellulosa Aktiebolaget | | | 31,010 | | | $ | 319,623 | |
| | | | | | | | |
Gaming & Lodging – 0.1% | | | | | | | | |
Sands China Ltd. | | | 148,800 | | | $ | 768,488 | |
| | | | | | | | |
Health Maintenance Organizations – 0.1% | | | | | |
Cigna Corp. | | | 5,240 | | | $ | 1,064,192 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Insurance – 2.2% | | | | | | | | |
Aon PLC | | | 21,070 | | | $ | 2,823,380 | |
Athene Holding Ltd. (a) | | | 20,135 | | | | 1,041,181 | |
Chubb Ltd. | | | 10,716 | | | | 1,565,929 | |
Fairfax Financial Holdings Ltd. | | | 2,278 | | | | 1,213,012 | |
Hiscox Ltd. | | | 39,847 | | | | 785,397 | |
Legal & General Group PLC | | | 128,646 | | | | 473,546 | |
MetLife, Inc. | | | 49,685 | | | | 2,512,074 | |
Prudential Financial, Inc. | | | 9,456 | | | | 1,087,251 | |
Travelers Cos., Inc. | | | 19,509 | | | | 2,646,201 | |
Zurich Insurance Group AG | | | 8,945 | | | | 2,722,651 | |
| | | | | | | | |
| | | | | | $ | 16,870,622 | |
| | | | | | | | |
Machinery & Tools – 0.4% | | | | | | | | |
Eaton Corp. PLC | | | 16,258 | | | $ | 1,284,545 | |
Illinois Tool Works, Inc. | | | 8,518 | | | | 1,421,228 | |
| | | | | | | | |
| | | | | | $ | 2,705,773 | |
| | | | | | | | |
Major Banks – 3.1% | | | | | | | | |
Bank of New York Mellon Corp. | | | 35,131 | | | $ | 1,892,156 | |
BNP Paribas | | | 11,789 | | | | 880,528 | |
China Construction Bank | | | 2,111,000 | | | | 1,945,410 | |
Goldman Sachs Group, Inc. | | | 6,595 | | | | 1,680,142 | |
JPMorgan Chase & Co. | | | 45,574 | | | | 4,873,684 | |
Mitsubishi UFJ Financial Group, Inc. | | | 77,700 | | | | 569,880 | |
PNC Financial Services Group, Inc. | | | 8,415 | | | | 1,214,200 | |
Royal Bank of Canada | | | 13,047 | | | | 1,065,288 | |
State Street Corp. | | | 16,809 | | | | 1,640,726 | |
Svenska Handelsbanken AB, “A” | | | 158,218 | | | | 2,164,067 | |
UBS AG | | | 134,530 | | | | 2,476,749 | |
Wells Fargo & Co. | | | 56,552 | | | | 3,431,010 | |
| | | | | | | | |
| | | | | | $ | 23,833,840 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.3% | | | | | |
CVS Health Corp. | | | 4,989 | | | $ | 361,703 | |
McKesson Corp. | | | 13,752 | | | | 2,144,624 | |
| | | | | | | | |
| | | | | | $ | 2,506,327 | |
| | | | | | | | |
Medical Equipment – 0.9% | | | | | | | | |
Abbott Laboratories | | | 36,842 | | | $ | 2,102,573 | |
Danaher Corp. | | | 15,451 | | | | 1,434,162 | |
Medtronic PLC | | | 30,091 | | | | 2,429,848 | |
Thermo Fisher Scientific, Inc. | | | 4,210 | | | | 799,395 | |
| | | | | | | | |
| | | | | | $ | 6,765,978 | |
| | | | | | | | |
Metals & Mining – 0.3% | | | | | | | | |
Rio Tinto Ltd. | | | 50,703 | | | $ | 2,675,960 | |
| | | | | | | | |
Natural Gas – Distribution – 0.2% | | | | | | | | |
Engie | | | 84,380 | | | $ | 1,451,322 | |
| | | | | | | | |
Natural Gas – Pipeline – 0.1% | | | | | | | | |
Williams Partners LP | | | 15,556 | | | $ | 603,262 | |
| | | | | | | | |
Network & Telecom – 0.1% | | | | | | | | |
Cisco Systems, Inc. | | | 27,985 | | | $ | 1,071,826 | |
| | | | | | | | |
Oil Services – 0.2% | | | | | | | | |
Schlumberger Ltd. | | | 27,524 | | | $ | 1,854,842 | |
| | | | | | | | |
10
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Other Banks & Diversified Financials – 1.1% | | | | | |
Agricultural Bank of China Ltd., “H” | | | 606,000 | | | $ | 282,335 | |
American Express Co. | | | 10,416 | | | | 1,034,413 | |
Barclays Africa Group Ltd. | | | 36,070 | | | | 530,562 | |
Citigroup, Inc. | | | 20,269 | | | | 1,508,216 | |
DBS Group Holdings Ltd. | | | 29,200 | | | | 542,540 | |
ING Groep N.V. | | | 79,591 | | | | 1,463,495 | |
KBC Groep N.V. | | | 5,522 | | | | 471,144 | |
U.S. Bancorp | | | 42,829 | | | | 2,294,778 | |
| | | | | | | | |
| | | | | | $ | 8,127,483 | |
| | | | | | | | |
Pharmaceuticals – 2.9% | | | | | |
Bayer AG | | | 27,933 | | | $ | 3,474,168 | |
Eli Lilly & Co. | | | 24,621 | | | | 2,079,490 | |
Johnson & Johnson (s) | | | 32,733 | | | | 4,573,455 | |
Merck & Co., Inc. | | | 10,052 | | | | 565,626 | |
Novartis AG | | | 34,469 | | | | 2,914,717 | |
Pfizer, Inc. | | | 106,211 | | | | 3,846,962 | |
Roche Holding AG | | | 13,484 | | | | 3,410,956 | |
Santen Pharmaceutical Co. Ltd. | | | 80,200 | | | | 1,260,565 | |
| | | | | | | | |
| | | | | | $ | 22,125,939 | |
| | | | | | | | |
Printing & Publishing – 0.5% | | | | | |
Moody’s Corp. | | | 10,192 | | | $ | 1,504,441 | |
RELX N.V. | | | 47,840 | | | | 1,100,086 | |
Thomson Reuters Corp. (l) | | | 19,536 | | | | 851,574 | |
| | | | | | | | |
| | | | | | $ | 3,456,101 | |
| | | | | | | | |
Railroad & Shipping – 0.2% | | | | | |
Canadian National Railway Co. | | | 6,703 | | | $ | 552,997 | |
Union Pacific Corp. | | | 4,738 | | | | 635,366 | |
| | | | | | | | |
| | | | | | $ | 1,188,363 | |
| | | | | | | | |
Real Estate – 0.8% | | | | | |
CK Asset Holdings Ltd. | | | 124,000 | | | $ | 1,084,009 | |
Deutsche Wohnen AG | | | 62,149 | | | | 2,709,753 | |
Grand City Properties S.A. | | | 24,304 | | | | 571,664 | |
Medical Properties Trust, Inc., REIT | | | 70,480 | | | | 971,214 | |
Public Storage, Inc., REIT | | | 2,040 | | | | 426,360 | |
| | | | | | | | |
| | | | | | $ | 5,763,000 | |
| | | | | | | | |
Restaurants – 0.0% | | | | | |
Greggs PLC | | | 12,513 | | | $ | 235,236 | |
| | | | | | | | |
Specialty Chemicals – 0.3% | | | | | |
Akzo Nobel N.V. | | | 12,357 | | | $ | 1,082,634 | |
PTT Global Chemical PLC | | | 591,200 | | | | 1,541,945 | |
| | | | | | | | |
| | | | | | $ | 2,624,579 | |
| | | | | | | | |
Specialty Stores – 0.2% | | | | | |
Gap, Inc. | | | 42,685 | | | $ | 1,453,851 | |
| | | | | | | | |
Telecommunications – Wireless – 0.5% | | | | | |
KDDI Corp. | | | 114,500 | | | $ | 2,849,925 | |
SK Telecom Co. Ltd. | | | 1,558 | | | | 388,572 | |
Vodafone Group PLC | | | 200,360 | | | | 632,952 | |
| | | | | | | | |
| | | | | | $ | 3,871,449 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Telephone Services – 0.4% | | | | | |
Nippon Television Holdings, Inc. | | | 14,900 | | | $ | 700,998 | |
TDC A.S. | | | 108,519 | | | | 666,886 | |
Telefonica S.A. | | | 32,975 | | | | 321,466 | |
Verizon Communications, Inc. | | | 18,645 | | | | 986,880 | |
| | | | | | | | |
| | | | | | $ | 2,676,230 | |
| | | | | | | | |
Tobacco – 2.1% | | | | | |
Altria Group, Inc. | | | 51,011 | | | $ | 3,642,696 | |
British American Tobacco PLC | | | 29,929 | | | | 2,019,922 | |
Japan Tobacco, Inc. | | | 107,800 | | | | 3,473,901 | |
Philip Morris International, Inc. (s) | | | 64,835 | | | | 6,849,818 | |
| | | | | | | | |
| | | | | | $ | 15,986,337 | |
| | | | | | | | |
Trucking – 0.3% | | | | | | | | |
United Parcel Service, Inc., “B” | | | 13,769 | | | $ | 1,640,576 | |
Yamato Holdings Co. Ltd. | | | 47,800 | | | | 961,939 | |
| | | | | | | | |
| | | | | | $ | 2,602,515 | |
| | | | | | | | |
Utilities – Electric Power – 0.9% | | | | | |
American Electric Power Co., Inc. | | | 16,441 | | | $ | 1,209,564 | |
Duke Energy Corp. | | | 18,060 | | | | 1,519,027 | |
Exelon Corp. | | | 53,945 | | | | 2,125,972 | |
SSE PLC | | | 76,934 | | | | 1,371,117 | |
Xcel Energy, Inc. | | | 14,756 | | | | 709,911 | |
| | | | | | | | |
| | | | | | $ | 6,935,591 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $175,255,021) | | | $ | 276,224,514 | |
| | | | | | | | |
| |
BONDS – 53.2% | | | | | |
Aerospace – 0.2% | | | | | | | | |
Huntington Ingalls Industries, Inc., 3.483% 12/01/2027 (n) | | $ | 370,000 | | | $ | 369,075 | |
Lockheed Martin Corp., 3.55% 1/15/2026 | | | 749,000 | | | | 777,549 | |
| | | | | | | | |
| | | | | | $ | 1,146,624 | |
| | | | | | | | |
Airlines – 0.1% | | | | | | | | |
Ryanair Ltd., 1.125% 3/10/2023 | | EUR | 475,000 | | | $ | 578,098 | |
| | | | | | | | |
Apparel Manufacturers – 0.1% | | | | | |
Coach, Inc., 4.125% 7/15/2027 | | $ | 985,000 | | | $ | 992,212 | |
| | | | | | | | |
Asset-Backed & Securitized – 3.2% | | | | | |
Cent CLO LP, 2013-17A, “A1”, FLR, 2.678% (U.S. LIBOR-3mo. + 1.3%), 1/30/2025 (n) | | $ | 804,208 | | | $ | 807,023 | |
Cent CLO LP, 2014-21A, “A1”, FLR, 2.584% (U.S. LIBOR-3mo. + 1.21%), 7/27/2026 (n) | | | 1,378,270 | | | | 1,382,059 | |
Chesapeake Funding II LLC, 2016-1A, “A2”, FLR, 2.627% (U.S. LIBOR-1mo. + 1.15%), 3/15/2028 (n) | | | 1,162,635 | | | | 1,167,820 | |
Chesapeake Funding II LLC, 2016-2A, “A2”, FLR, 2.477% (U.S. LIBOR-1mo. + 1%), 6/15/2028 (z) | | | 1,004,307 | | | | 1,009,902 | |
11
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Asset-Backed & Securitized – continued | | | | | |
CPS Auto Trust, 2016-D, “B”, 2.11% 3/15/2021 (n) | | $ | 858,000 | | | $ | 853,976 | |
Dryden Senior Loan Fund, 2013-26A, “A”, CLO, FLR, 2.459% (U.S. LIBOR-3mo. + 1.1%), 7/15/2025 (n) | | | 1,571,740 | | | | 1,582,553 | |
Dryden Senior Loan Fund, 2014-34A, “AR”, CLO, FLR, 2.519% (LIBOR-3mo. + 1.16%), 10/15/2026 (n) | | | 2,040,000 | | | | 2,050,561 | |
Flatiron CLO Ltd., 2013-1A, “A2R”, FLR, 3.003% (U.S. LIBOR-3mo. + 1.65%), 1/17/2026 (n) | | | 1,991,841 | | | | 1,996,777 | |
Ford Credit Floorplan Master Owner Trust, 2015-1, “A2”, FLR, 1.877% (U.S. LIBOR-1mo. + 0.4%), 1/15/2020 | | | 3,710,000 | | | | 3,710,508 | |
ING Investment Management Ltd., 2013-2A, “A1”, CLO, FLR, 2.517% (U.S. LIBOR-3mo. + 1.15%), 4/25/2025 (n) | | | 1,434,196 | | | | 1,441,608 | |
JPMBB Commercial Mortgage Securities Trust, 2014-C26, 3.494% 1/15/2048 | | | 2,570,000 | | | | 2,646,591 | |
Morgan Stanley Capital I Trust, 2017-H1, “A5”, 3.53% 6/15/2050 | | | 659,762 | | | | 680,954 | |
Octagon Investment Partners XV, Ltd., CLO, FLR, 2.817% (U.S. LIBOR-3mo. + 1.45%), 10/25/2025 (n) | | | 2,454,182 | | | | 2,453,610 | |
Wells Fargo Commercial Mortgage Trust, 2015-C28, “A4”, 3.54% 5/15/2048 | | | 2,271,943 | | | | 2,346,779 | |
| | | | | | | | |
| | | | | | $ | 24,130,721 | |
| | | | | | | | |
Automotive – 0.6% | | | | | | | | |
Delphi Automotive PLC, 1.5% 3/10/2025 | | EUR | 575,000 | | | $ | 707,892 | |
Ferrari N.V., 1.5% 3/16/2023 | | EUR | 900,000 | | | | 1,101,494 | |
General Motors Financial Co., Inc., 4.35% 1/17/2027 | | $ | 1,000,000 | | | | 1,039,769 | |
Lear Corp., 3.8% 9/15/2027 | | | 320,000 | | | | 320,180 | |
Valeo S.A., 1.625% 3/18/2026 | | EUR | 300,000 | | | | 376,020 | |
Volkswagen International Finance N.V., 2.7% to 12/14/2022, FLR to 12/31/2099 | | EUR | 400,000 | | | | 494,325 | |
Volkswagen Leasing GmbH, 1.375% 1/20/2025 | | EUR | 610,000 | | | | 740,499 | |
| | | | | | | | |
| | | | | | $ | 4,780,179 | |
| | | | | | | | |
Banks & Diversified Financials (Covered Bonds) – 0.1% | |
CaixaBank S.A., 1.125% 1/12/2023 | | EUR | 500,000 | | | $ | 597,777 | |
| | | | | | | | |
Broadcasting – 0.2% | | | | | | | | |
ITV PLC, 2% 12/01/2023 | | EUR | 230,000 | | | $ | 286,187 | |
ProSiebenSat.1 Media AG, 2.625% 4/15/2021 | | EUR | 715,000 | | | | 903,066 | |
RELX Finance B.V., 1% 3/22/2024 | | EUR | 350,000 | | | | 425,417 | |
| | | | | | | | |
| | | | | | $ | 1,614,670 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Brokerage & Asset Managers – 0.4% | | | | | |
E*TRADE Financial Corp., 2.95% 8/24/2022 | | $ | 499,000 | | | $ | 494,722 | |
Intercontinental Exchange, Inc., 2.75% 12/01/2020 | | | 506,000 | | | | 510,832 | |
Intercontinental Exchange, Inc., 3.75% 12/01/2025 | | | 831,000 | | | | 871,976 | |
TD Ameritrade Holding Corp., 2.95% 4/01/2022 | | | 676,000 | | | | 684,016 | |
TD Ameritrade Holding Corp., 3.3% 4/01/2027 | | | 741,000 | | | | 747,522 | |
| | | | | | | | |
| | | | | | $ | 3,309,068 | |
| | | | | | | | |
Building – 0.3% | | | | | | | | |
Imerys S.A., 1.5% 1/15/2027 | | EUR | 400,000 | | | $ | 486,103 | |
Martin Marietta Materials, Inc., 3.5% 12/15/2027 | | $ | 446,000 | | | | 442,536 | |
Martin Marietta Materials, Inc., 4.25% 7/02/2024 | | | 367,000 | | | | 385,958 | |
Martin Marietta Materials, Inc., 3.45% 6/01/2027 | | | 339,000 | | | | 334,064 | |
Mohawk Industries, Inc., 2% 1/14/2022 | | EUR | 475,000 | | | | 601,620 | |
| | | | | | | | |
| | | | | | $ | 2,250,281 | |
| | | | | | | | |
Business Services – 0.3% | | | | | | | | |
Cisco Systems, Inc., 2.2% 2/28/2021 | | $ | 953,000 | | | $ | 949,889 | |
Fidelity National Information Services, Inc., 3.875% 6/05/2024 | | | 179,000 | | | | 186,811 | |
Fidelity National Information Services, Inc., 5% 10/15/2025 | | | 108,000 | | | | 119,325 | |
Fidelity National Information Services, Inc., 3% 8/15/2026 | | | 758,000 | | | | 732,456 | |
| | | | | | | | |
| | | | | | $ | 1,988,481 | |
| | | | | | | | |
Cable TV – 0.4% | | | | | | | | |
Charter Communications Operating LLC, 6.384% 10/23/2035 | | $ | 540,000 | | | $ | 632,873 | |
Cox Communications, Inc., 3.25% 12/15/2022 (n) | | | 498,000 | | | | 498,911 | |
NBCUniversal Enterprise, Inc., 1.974% 4/15/2019 (n) | | | 886,000 | | | | 884,343 | |
Shaw Communications, Inc., 5.65% 10/01/2019 | | CAD | 674,000 | | | | 566,669 | |
Sky PLC, 2.5% 9/15/2026 | | EUR | 550,000 | | | | 725,409 | |
| | | | | | | | |
| | | | | | $ | 3,308,205 | |
| | | | | | | | |
Chemicals – 0.3% | | | | | | | | |
Air Liquide Finance Co., 2.25% 9/27/2023 (n) | | $ | 727,000 | | | $ | 703,751 | |
LYB International Finance Co., 1.875% 3/02/2022 | | EUR | 600,000 | | | | 755,038 | |
LyondellBasell Industries N.V., 5% 4/15/2019 | | $ | 440,000 | | | | 451,731 | |
| | | | | | | | |
| | | | | | $ | 1,910,520 | |
| | | | | | | | |
12
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Computer Software – 0.1% | | | | | | | | |
Microsoft Corp., 4.1% 2/06/2037 | | $ | 824,000 | | | $ | 919,321 | |
| | | | | | | | |
Computer Software – Systems – 0.4% | | | | | |
Apple, Inc., 2.7% 5/13/2022 | | $ | 1,582,000 | | | $ | 1,593,369 | |
Apple, Inc., 4.5% 2/23/2036 | | | 900,000 | | | | 1,030,942 | |
Apple, Inc., 3.6% 7/31/2042 | | GBP | 300,000 | | | | 483,948 | |
Apple, Inc., 4.25% 2/09/2047 | | $ | 225,000 | | | | 249,788 | |
| | | | | | | | |
| | | | | | $ | 3,358,047 | |
| | | | | | | | |
Conglomerates – 0.2% | | | | | | | | |
Johnson Controls International PLC, 1.375% 2/25/2025 | | EUR | 400,000 | | | $ | 489,338 | |
Parker-Hannifin Corp., 4.1% 3/01/2047 | | $ | 474,000 | | | | 509,024 | |
Smiths Group PLC, 2% 2/23/2027 | | EUR | 500,000 | | | | 620,909 | |
| | | | | | | | |
| | | | | | $ | 1,619,271 | |
| | | | | | | | |
Consumer Products – 0.3% | | | | | | | | |
Essity AB, 1.625% 3/30/2027 | | EUR | 600,000 | | | $ | 739,408 | |
Reckitt Benckiser Treasury Services PLC, 3.625% 9/21/2023 (n) | | $ | 577,000 | | | | 595,954 | |
Reckitt Benckiser Treasury Services PLC, 3% 6/26/2027 (n) | | | 872,000 | | | | 851,367 | |
| | | | | | | | |
| | | | | | $ | 2,186,729 | |
| | | | | | | | |
Consumer Services – 0.6% | | | | | | | | |
Alibaba Group Holding Ltd., 4% 12/06/2037 | | $ | 200,000 | | | $ | 206,814 | |
G4S International Finance PLC, 1.5% 1/09/2023 | | EUR | 600,000 | | | | 737,331 | |
G4S International Finance PLC, 1.5% 6/02/2024 | | EUR | 400,000 | | | | 484,908 | |
Priceline Group, Inc., 3.55% 3/15/2028 | | $ | 356,000 | | | | 352,529 | |
Priceline Group, Inc., 2.15% 11/25/2022 | | EUR | 310,000 | | | | 398,844 | |
Priceline Group, Inc., 1.8% 3/03/2027 | | EUR | 950,000 | | | | 1,159,318 | |
Visa, Inc., 4.15% 12/14/2035 | | $ | 585,000 | | | | 649,045 | |
Visa, Inc., 3.65% 9/15/2047 | | | 390,000 | | | | 399,731 | |
| | | | | | | | |
| | | | | | $ | 4,388,520 | |
| | | | | | | | |
Containers – 0.1% | | | | | | | | |
DS Smith PLC, 1.375% 7/26/2024 | | EUR | 600,000 | | | $ | 722,408 | |
| | | | | | | | |
Electronics – 0.3% | | | | | | | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.875% 1/15/2027 (n) | | $ | 471,000 | | | $ | 463,357 | |
Tyco Electronics Group S.A., 2.375% 12/17/2018 | | | 778,000 | | | | 779,745 | |
Tyco Electronics Group S.A., 1.1% 3/01/2023 | | EUR | 850,000 | | | | 1,042,386 | |
| | | | | | | | |
| | | | | | $ | 2,285,488 | |
| | | | | | | | |
Emerging Market Quasi-Sovereign – 1.3% | | | | | |
BPRL International Singapore Private Ltd., 4.375% 1/18/2027 | | $ | 2,116,000 | | | $ | 2,182,026 | |
CNPC General Capital Ltd., 3.4% 4/16/2023 (n) | | | 2,183,000 | | | | 2,204,365 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Emerging Market Quasi-Sovereign – continued | | | | | |
Office Cherifien des Phosphates S.A., 6.875% 4/25/2044 (n) | | $ | 1,570,000 | | | $ | 1,800,567 | |
Pertamina, 6% 5/03/2042 (n) | | | 2,084,000 | | | | 2,365,861 | |
State Grid Overseas Investment (2016) Ltd., 2.75% 5/04/2022 (n) | | | 1,024,000 | | | | 1,014,721 | |
| | | | | | | | |
| | | | | | $ | 9,567,540 | |
| | | | | | | | |
Emerging Market Sovereign – 0.4% | | | | | |
Republic of Hungary, 5.375% 2/21/2023 | | $ | 1,972,000 | | | $ | 2,193,850 | |
Republic of Indonesia, 2.875% 7/08/2021 (z) | | EUR | 500,000 | | | | 652,322 | |
Republic of Indonesia, 2.15% 7/18/2024 (z) | | EUR | 339,000 | | | | 426,314 | |
| | | | | | | | |
| | | | | | $ | 3,272,486 | |
| | | | | | | | |
Energy – Independent – 0.3% | | | | | | | | |
Tengizchevroil Finance Co. International Ltd., 4% 8/15/2026 (n) | | $ | 2,260,000 | | | $ | 2,265,650 | |
| | | | | | | | |
Financial Institutions – 0.2% | | | | | | | | |
AerCap Ireland Capital Co., 3.65% 7/21/2027 | | $ | 973,000 | | | $ | 962,660 | |
International Lease Finance Corp., 7.125% 9/01/2018 (n) | | | 859,000 | | | | 886,371 | |
| | | | | | | | |
| | | | | | $ | 1,849,031 | |
| | | | | | | | |
Food & Beverages – 0.8% | | | | | | | | |
Anheuser-Busch InBev N.V., 1.5% 4/18/2030 | | EUR | 400,000 | | | $ | 477,900 | |
Anheuser-Busch InBev Worldwide, Inc., 3.75% 1/15/2022 | | $ | 342,000 | | | | 357,411 | |
Anheuser-Busch InBev Worldwide, Inc., 3.3% 2/01/2023 | | | 1,130,000 | | | | 1,156,162 | |
Anheuser-Busch InBev Worldwide, Inc., 4.7% 2/01/2036 | | | 849,000 | | | | 952,115 | |
Asahi Group Holdings Ltd., 1.151% 9/19/2025 | | EUR | 300,000 | | | | 360,250 | |
Coca-Cola Enterprises, Inc., 1.875% 3/18/2030 | | EUR | 600,000 | | | | 745,475 | |
Fomento Economico Mexicano S.A.B. de C.V., 1.75% 3/20/2023 | | EUR | 750,000 | | | | 940,796 | |
Kraft Heinz Foods Co., 5.2% 7/15/2045 | | $ | 77,000 | | | | 84,631 | |
Kraft Heinz Foods Co., 4.375% 6/01/2046 | | | 230,000 | | | | 227,622 | |
Wm. Wrigley Jr. Co., 2.9% 10/21/2019 (n) | | | 409,000 | | | | 412,758 | |
| | | | | | | | |
| | | | | | $ | 5,715,120 | |
| | | | | | | | |
Food & Drug Stores – 0.2% | | | | | | | | |
Walgreens Boots Alliance, Inc., 2.7% 11/18/2019 | | $ | 1,164,000 | | | $ | 1,170,935 | |
| | | | | | | | |
Gaming & Lodging – 0.1% | | | | | | | | |
InterContinental Hotels Group PLC, 3.75% 8/14/2025 | | GBP | 660,000 | | | $ | 972,641 | |
| | | | | | | | |
13
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Insurance – 0.2% | | | | | | | | |
American International Group, Inc., 1.875% 6/21/2027 | | EUR | 270,000 | | | $ | 330,865 | |
Bupa Finance PLC, 2% 4/05/2024 | | GBP | 400,000 | | | | 544,570 | |
Hiscox Ltd., 6.125% to 11/24/2025, FLR to 11/24/2045 | | GBP | 300,000 | | | | 470,258 | |
NN Group N.V., 4.625% to 4/08/2024, FLR to 4/08/2044 | | EUR | 100,000 | | | | 139,046 | |
| | | | | | | | |
| | | | | | $ | 1,484,739 | |
| | | | | | | | |
Insurance – Health – 0.1% | | | | | | | | |
Aetna, Inc., 2.8% 6/15/2023 | | $ | 850,000 | | | $ | 836,426 | |
| | | | | | | | |
Insurance – Property & Casualty – 0.8% | | | | | |
Berkshire Hathaway, Inc., 2.75% 3/15/2023 | | $ | 636,000 | | | $ | 640,064 | |
Berkshire Hathaway, Inc., 4.5% 2/11/2043 | | | 400,000 | | | | 460,549 | |
Chubb Corp., FLR, 3.609% (LIBOR-3mo. + 2.25%), 3/29/2067 | | | 1,010,000 | | | | 1,002,425 | |
Chubb INA Holdings, Inc., 2.3% 11/03/2020 | | | 267,000 | | | | 266,555 | |
Liberty Mutual Group, Inc., 4.25% 6/15/2023 | | | 839,000 | | | | 883,950 | |
Liberty Mutual Group, Inc., 2.75% 5/04/2026 (z) | | EUR | 200,000 | | | | 261,433 | |
Liberty Mutual Group, Inc., 2.75% 5/04/2026 | | EUR | 200,000 | | | | 261,433 | |
Marsh & McLennan Cos., Inc., 2.55% 10/15/2018 | | $ | 505,000 | | | | 506,829 | |
Marsh & McLennan Cos., Inc., 4.35% 1/30/2047 | | | 359,000 | | | | 397,282 | |
QBE Capital Funding III Ltd., 7.5% to 5/24/2021, FLR to 5/24/2041 | | GBP | 400,000 | | | | 612,227 | |
XLIT Ltd., 3.25% to 6/29/2027, FLR to 6/29/2047 | | EUR | 610,000 | | | | 738,257 | |
| | | | | | | | |
| | | | | | $ | 6,031,004 | |
| | | | | | | | |
International Market Quasi-Sovereign – 0.8% | | | | | |
Israel Electric Corp. Ltd., 5.625% 6/21/2018 (n) | | $ | 710,000 | | | $ | 718,875 | |
Statoil A.S.A., 4.25% 11/23/2041 | | | 1,260,000 | | | | 1,361,384 | |
Statoil A.S.A., FLR, 1.705% (U.S. LIBOR-3mo. + 0.29%), 5/15/2018 | | | 759,000 | | | | 759,131 | |
Temasek Financial I Ltd., 2.375% 1/23/2023 (n) | | | 2,880,000 | | | | 2,843,017 | |
| | | | | | | | |
| | | | | | $ | 5,682,407 | |
| | | | | | | | |
International Market Sovereign – 17.9% | | | | | |
Commonwealth of Australia, 5.75% 5/15/2021 | | AUD | 4,891,000 | | | $ | 4,255,075 | |
Commonwealth of Australia, 2.75% 11/21/2027 | | AUD | 2,175,000 | | | | 1,713,246 | |
Commonwealth of Australia, 3.75% 4/21/2037 | | AUD | 368,000 | | | | 314,019 | |
Federal Republic of Germany, 1.75% 2/15/2024 | | EUR | 3,378,000 | | | | 4,491,903 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
International Market Sovereign – continued | | | | | |
Federal Republic of Germany, 2.5% 7/04/2044 | | EUR | 1,032,000 | | | $ | 1,609,918 | |
Government of Canada, 4.25% 6/01/2018 | | CAD | 4,927,000 | | | | 3,967,391 | |
Government of Canada, 0.5% 3/01/2022 | | CAD | 418,000 | | | | 314,857 | |
Government of Canada, 2.5% 6/01/2024 | | CAD | 5,246,000 | | | | 4,311,569 | |
Government of Canada, 1.5% 6/01/2026 | | CAD | 3,100,000 | | | | 2,365,865 | |
Government of Canada, 5.75% 6/01/2033 | | CAD | 2,402,000 | | | | 2,803,556 | |
Government of Canada, 4% 6/01/2041 | | CAD | 1,043,000 | | | | 1,087,765 | |
Government of Japan, 0.4% 9/20/2025 | | JPY | 167,500,000 | | | | 1,535,247 | |
Government of Japan, 2.2% 9/20/2027 | | JPY | 614,450,000 | | | | 6,592,815 | |
Government of Japan, 1.7% 9/20/2032 | | JPY | 911,450,000 | | | | 9,724,506 | |
Government of Japan, 1.5% 3/20/2034 | | JPY | 1,278,000,000 | | | | 13,350,974 | |
Government of Japan, 2.4% 3/20/2037 | | JPY | 321,000,000 | | | | 3,815,477 | |
Government of Japan, 1.8% 3/20/2043 | | JPY | 569,400,000 | | | | 6,321,591 | |
Government of Japan, 2% 3/20/2052 | | JPY | 129,250,000 | | | | 1,524,536 | |
Kingdom of Belgium, 4.5% 3/28/2026 | | EUR | 445,000 | | | | 714,170 | |
Kingdom of Belgium, 4% 3/28/2032 | | EUR | 2,485,000 | | | | 4,178,635 | |
Kingdom of Denmark, 1.75% 11/15/2025 | | DKK | 14,845,000 | | | | 2,679,407 | |
Kingdom of Spain, 5.4% 1/31/2023 | | EUR | 1,285,000 | | | | 1,926,391 | |
Kingdom of Spain, 2.75% 10/31/2024 | | EUR | 2,870,000 | | | | 3,881,589 | |
Kingdom of Spain, 5.15% 10/31/2028 | | EUR | 1,212,000 | | | | 1,947,924 | |
Kingdom of Spain, 4.7% 7/30/2041 | | EUR | 876,000 | | | | 1,439,545 | |
Kingdom of the Netherlands, 5.5% 1/15/2028 | | EUR | 2,549,000 | | | | 4,546,029 | |
Republic of France, 4.75% 4/25/2035 | | EUR | 1,905,000 | | | | 3,550,425 | |
Republic of France, 4.5% 4/25/2041 | | EUR | 895,000 | | | | 1,713,891 | |
Republic of Ireland, 5.4% 3/13/2025 | | EUR | 49,000 | | | | 79,415 | |
Republic of Italy, 3.75% 3/01/2021 | | EUR | 6,685,000 | | | | 8,900,045 | |
Republic of Italy, 5.5% 9/01/2022 | | EUR | 3,777,000 | | | | 5,526,649 | |
Republic of Italy, 2.5% 12/01/2024 | | EUR | 10,966,000 | | | | 14,102,286 | |
United Kingdom Treasury, 4.25% 3/07/2036 | | GBP | 1,913,000 | | | | 3,630,373 | |
United Kingdom Treasury, 3.25% 1/22/2044 | | GBP | 3,072,000 | | | | 5,401,502 | |
United Kingdom Treasury, 3.75% 7/22/2052 | | GBP | 799,000 | | | | 1,660,983 | |
United Kingdom Treasury, 4% 1/22/2060 | | GBP | 344,000 | | | | 804,059 | |
| | | | | | | | |
| | | | | | $ | 136,783,628 | |
| | | | | | | | |
14
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Local Authorities – 0.2% | | | | | | | | |
Province of Alberta, 4.5% 12/01/2040 | | CAD | 665,000 | | | $ | 660,620 | |
Province of British Columbia, 2.3% 6/18/2026 | | CAD | 965,000 | | | | 754,988 | |
| | | | | | | | |
| | | | | | $ | 1,415,608 | |
| | | | | | | | |
Major Banks – 2.9% | | | | | | | | |
Bank of America Corp., 3.004% to 12/20/2022, FLR to 12/20/2023 (z) | | $ | 745,000 | | | $ | 746,808 | |
Bank of America Corp., 2.625% 4/19/2021 | | | 972,000 | | | | 976,865 | |
Bank of America Corp., 3.5% 4/19/2026 | | | 974,000 | | | | 995,558 | |
Bank of America Corp., 3.248% 10/21/2027 | | | 1,280,000 | | | | 1,269,780 | |
Barclays Bank PLC, 6% 1/14/2021 | | EUR | 548,000 | | | | 759,219 | |
Barclays Bank PLC, 6.75% to 1/16/2018, FLR to 1/16/2023 | | GBP | 350,000 | | | | 473,680 | |
Credit Agricole S.A., 7.375% 12/18/2023 | | GBP | 300,000 | | | | 522,911 | |
Credit Suisse Group AG, 6.5% 8/08/2023 (n) | | $ | 1,265,000 | | | | 1,415,535 | |
Goldman Sachs Group, Inc., 2.625% 4/25/2021 | | | 530,000 | | | | 529,581 | |
Goldman Sachs Group, Inc., 5.75% 1/24/2022 | | | 1,486,000 | | | | 1,647,538 | |
HSBC Bank PLC, FLR, 2.055% (U.S. LIBOR-3mo. + 0.64%), 5/15/2018 (n) | | | 1,833,000 | | | | 1,836,034 | |
HSBC Holdings PLC, 4.375% 11/23/2026 | | | 743,000 | | | | 775,496 | |
JPMorgan Chase & Co., 2.95% 10/01/2026 | | | 1,647,000 | | | | 1,617,296 | |
JPMorgan Chase & Co., 3.54% to 5/01/2027, FLR to 5/01/2028 | | | 745,000 | | | | 757,703 | |
Morgan Stanley, 2.2% 12/07/2018 | | | 751,000 | | | | 751,855 | |
Morgan Stanley, 2.5% 4/21/2021 | | | 650,000 | | | | 648,849 | |
Morgan Stanley, 5.5% 7/28/2021 | | | 850,000 | | | | 929,670 | |
Morgan Stanley, 0.051% 11/09/2021 | | EUR | 300,000 | | | | 360,698 | |
Morgan Stanley, 2.625% 3/09/2027 | | GBP | 350,000 | | | | 482,590 | |
Morgan Stanley, 3.95% 4/23/2027 | | $ | 636,000 | | | | 645,661 | |
Nordea Bank AB, 1% to 9/07/2021, FLR to 9/07/2026 | | EUR | 400,000 | | | | 483,965 | |
PNC Bank N.A., 2.6% 7/21/2020 | | $ | 873,000 | | | | 878,500 | |
UBS Group Funding (Jersey) Ltd., 1.5% 11/30/2024 | | EUR | 500,000 | | | | 623,120 | |
UBS Group Funding (Switzerland) AG, 2.859% to 8/15/2022, FLR to 8/15/2023 (n) | | $ | 1,179,000 | | | | 1,165,368 | |
Wells Fargo & Co., 4.1% 6/03/2026 | | | 760,000 | | | | 796,744 | |
| | | | | | | | |
| | | | | | $ | 22,091,024 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.8% | | | | | |
Baxter International, Inc., 1.3% 5/30/2025 | | EUR | 520,000 | | | $ | 631,221 | |
Becton, Dickinson and Co., 3.734% 12/15/2024 | | $ | 619,000 | | | | 633,840 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Medical & Health Technology & Services – continued | |
Laboratory Corp. of America Holdings, 3.2% 2/01/2022 | | $ | 1,025,000 | | | $ | 1,044,910 | |
Laboratory Corp. of America Holdings, 4.7% 2/01/2045 | | | 141,000 | | | | 152,395 | |
Life Technologies Corp., 6% 3/01/2020 | | | 411,000 | | | | 439,862 | |
Northwell Healthcare, Inc., 3.979% 11/01/2046 | | | 101,000 | | | | 98,461 | |
Northwell Healthcare, Inc., 4.26% 11/01/2047 | | | 754,000 | | | | 770,344 | |
Thermo Fisher Scientific, Inc., 3% 4/15/2023 | | | 910,000 | | | | 915,479 | |
Thermo Fisher Scientific, Inc., 2.95% 9/19/2026 | | | 394,000 | | | | 382,747 | |
Thermo Fisher Scientific, Inc., 3.2% 8/15/2027 | | | 800,000 | | | | 792,677 | |
| | | | | | | | |
| | | | | | $ | 5,861,936 | |
| | | | | | | | |
Metals & Mining – 0.2% | | | | | | | | |
Cameco Corp., 5.67% 9/02/2019 | | CAD | 679,000 | | | $ | 559,600 | |
Glencore Finance (Europe) S.A., 1.25% 3/17/2021 | | EUR | 760,000 | | | | 933,224 | |
| | | | | | | | |
| | | | | | $ | 1,492,824 | |
| | | | | | | | |
Midstream – 0.5% | | | | | | | | |
APT Pipelines Ltd., 5% 3/23/2035 (n) | | $ | 705,000 | | | $ | 768,516 | |
Enterprise Products Operating LLC, 1.65% 5/07/2018 | | | 1,250,000 | | | | 1,248,330 | |
ONEOK, Inc., 4.95% 7/13/2047 | | | 1,191,000 | | | | 1,238,023 | |
Sabine Pass Liquefaction LLC, 4.2% 3/15/2028 | | | 890,000 | | | | 900,222 | |
| | | | | | | | |
| | | | | | $ | 4,155,091 | |
| | | | | | | | |
Mortgage-Backed – 6.7% | | | | | | | | |
Fannie Mae, 5.286%, 6/01/2018 | | $ | 108,914 | | | $ | 109,835 | |
Fannie Mae, 3.746%, 7/01/2018 | | | 874,459 | | | | 879,734 | |
Fannie Mae, 4.57%, 5/01/2019 | | | 215,110 | | | | 219,879 | |
Fannie Mae, 4.6%, 9/01/2019 | | | 570,795 | | | | 592,033 | |
Fannie Mae, 4.45%, 10/01/2019 | | | 396,396 | | | | 411,376 | |
Fannie Mae, 5%, 12/01/2020 - 8/01/2040 | | | 2,751,667 | | | | 2,986,473 | |
Fannie Mae, 4.5%, 7/01/2023 - 2/01/2046 | | | 9,483,661 | | | | 10,159,968 | |
Fannie Mae, 4%, 3/01/2025 - 2/01/2041 | | | 4,788,800 | | | | 5,033,760 | |
Fannie Mae, 5.5%, 11/01/2036 - 4/01/2037 | | | 217,778 | | | | 241,244 | |
Fannie Mae, 6%, 9/01/2037 - 6/01/2038 | | | 369,859 | | | | 416,926 | |
Fannie Mae, 3.5%, 5/01/2043 - 1/01/2047 | | | 4,246,453 | | | | 4,387,672 | |
Freddie Mac, 2.699%, 5/25/2018 | | | 655,897 | | | | 656,453 | |
Freddie Mac, 2.323%, 10/25/2018 | | | 436,045 | | | | 436,617 | |
Freddie Mac, 5.085%, 3/25/2019 | | | 30,000 | | | | 30,779 | |
Freddie Mac, 4.186%, 8/25/2019 | | | 650,000 | | | | 668,453 | |
Freddie Mac, 2.757%, 5/25/2020 | | | 32,912 | | | | 33,062 | |
15
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Mortgage-Backed – continued | | | | | |
Freddie Mac, 3.32%, 7/25/2020 | | $ | 170,580 | | | $ | 172,032 | |
Freddie Mac, 3.064%, 8/25/2024 | | | 2,767,003 | | | | 2,833,797 | |
Freddie Mac, 4%, 7/01/2025 | | | 174,580 | | | | 182,730 | |
Freddie Mac, 2.673%, 3/25/2026 | | | 2,800,000 | | | | 2,776,385 | |
Freddie Mac, 3.243%, 4/25/2027 | | | 2,270,000 | | | | 2,338,116 | |
Freddie Mac, 3.117%, 6/25/2027 | | | 1,036,027 | | | | 1,056,585 | |
Freddie Mac, 3.194%, 7/25/2027 | | | 2,520,000 | | | | 2,585,899 | |
Freddie Mac, 3.244%, 8/25/2027 | | | 2,367,000 | | | | 2,436,774 | |
Freddie Mac, 3.187%, 9/25/2027 | | | 1,222,000 | | | | 1,252,242 | |
Freddie Mac, 5.5%, 5/01/2034 - 7/01/2037 | | | 63,281 | | | | 70,069 | |
Freddie Mac, 5%, 10/01/2036 - 7/01/2041 | | | 1,030,896 | | | | 1,127,009 | |
Freddie Mac, 4.5%, 12/01/2039 - 5/01/2042 | | | 1,756,616 | | | | 1,874,484 | |
Freddie Mac, 3.5%, 1/01/2047 | | | 1,679,038 | | | | 1,727,653 | |
Freddie Mac, 3.286%, 11/25/2050 | | | 1,303,000 | | | | 1,346,985 | |
Ginnie Mae, 5%, 5/15/2040 | | | 168,238 | | | | 182,222 | |
Ginnie Mae, 3.5%, 6/20/2043 | | | 1,447,597 | | | | 1,505,628 | |
| | | | | | | | |
| | | | | | $ | 50,732,874 | |
| | | | | | | | |
Municipals – 0.0% | | | | | | | | |
Commonwealth of Puerto Rico, Public Improvement, “C-7”, NATL, 6% 7/01/2027 | | $ | 55,000 | | | $ | 54,669 | |
Puerto Rico Electric Power Authority Rev., “PP”, NATL, 5% 7/01/2022 | | | 245,000 | | | | 243,422 | |
| | | | | | | | |
| | | | | | $ | 298,091 | |
| | | | | | | | |
Natural Gas – Distribution – 0.2% | | | | | |
GNL Quintero S.A., 4.634% 7/31/2029 (n) | | $ | 1,420,000 | | | $ | 1,478,575 | |
| | | | | | | | |
Network & Telecom – 0.8% | | | | | | | | |
AT&T, Inc., 4.9% 8/14/2037 | | $ | 664,000 | | | $ | 673,282 | |
AT&T, Inc., 4.25% 6/01/2043 | | GBP | 300,000 | | | | 438,910 | |
AT&T, Inc., 4.75% 5/15/2046 | | $ | 1,102,000 | | | | 1,076,888 | |
British Telecom PLC, 5.75% 12/07/2028 | | GBP | 250,000 | | | | 433,180 | |
Deutsche Telekom International Finance B.V., 1.5% 4/03/2028 | | EUR | 500,000 | | | | 610,852 | |
Empresa Nacional de Telecomunicaciones S.A., 4.75% 8/01/2026 (n) | | $ | 2,129,000 | | | | 2,221,281 | |
Verizon Communications, Inc., 4.812% 3/15/2039 | | | 591,000 | | | | 617,848 | |
| | | | | | | | |
| | | | | | $ | 6,072,241 | |
| | | | | | | | |
Oil Services – 0.1% | | | | | | | | |
Schlumberger Ltd., 2.65% 11/20/2022 (n) | | $ | 780,000 | | | $ | 776,263 | |
| | | | | | | | |
Oils – 0.3% | | | | | | | | |
Marathon Petroleum Corp., 3.4% 12/15/2020 | | $ | 452,000 | | | $ | 461,817 | |
Marathon Petroleum Corp., 3.625% 9/15/2024 | | | 500,000 | | | | 509,807 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Oils – continued | | | | | | | | |
Neste Oyj, 1.5% 6/07/2024 | | EUR | 400,000 | | | $ | 484,804 | |
Phillips 66, 4.875% 11/15/2044 | | $ | 795,000 | | | | 909,793 | |
| | | | | | | | |
| | | | | | $ | 2,366,221 | |
| | | | | | | | |
Other Banks & Diversified Financials – 0.5% | | | | | |
Arion Banki, 2.5% 4/26/2019 | | EUR | 126,000 | | | $ | 155,832 | |
Bank of Iceland, 1.75% 9/07/2020 | | EUR | 800,000 | | | | 993,816 | |
Belfius Bank S.A., 3.125% 5/11/2026 | | EUR | 300,000 | | | | 394,165 | |
BPCE S.A., 4.5% 3/15/2025 (n) | | $ | 384,000 | | | | 401,266 | |
Citizens Bank N.A., 2.55% 5/13/2021 | | | 471,000 | | | | 469,211 | |
Deutsche Bank AG, 1.875% 2/28/2020 | | GBP | 200,000 | | | | 271,941 | |
ING Groep N.V., 3.95% 3/29/2027 | | $ | 658,000 | | | | 685,786 | |
Intesa Sanpaolo S.p.A., 5.25% 1/28/2022 | | GBP | 450,000 | | | | 688,414 | |
| | | | | | | | |
| | | | | | $ | 4,060,431 | |
| | | | | | | | |
Personal Computers & Peripherals – 0.1% | | | | | |
Equifax, Inc., 2.3% 6/01/2021 | | $ | 437,000 | | | $ | 426,515 | |
| | | | | | | | |
Pharmaceuticals – 0.3% | | | | | |
Celgene Corp., 2.875% 8/15/2020 | | $ | 1,479,000 | | | $ | 1,492,683 | |
Gilead Sciences, Inc., 2.35% 2/01/2020 | | | 448,000 | | | | 450,071 | |
| | | | | | | | |
| | | | | | $ | 1,942,754 | |
| | | | | | | | |
Pollution Control – 0.0% | | | | | |
Republic Services, Inc., 3.375% 11/15/2027 | | $ | 187,000 | | | $ | 188,342 | |
| | | | | | | | |
Real Estate – Apartment – 0.2% | | | | | |
Grand City Properties S.A., 1.375% 8/03/2026 | | EUR | 700,000 | | | $ | 835,386 | |
Vonovia SE, REIT, 2.125% 7/09/2022 | | EUR | 550,000 | | | | 705,933 | |
| | | | | | | | |
| | | | | | $ | 1,541,319 | |
| | | | | | | | |
Real Estate – Office – 0.2% | | | | | |
Merlin Properties SOCIMI S.A., REIT, 2.225% 4/25/2023 | | EUR | 1,050,000 | | | $ | 1,327,398 | |
Merlin Properties SOCIMI S.A., REIT, 1.875% 11/02/2026 | | EUR | 350,000 | | | | 419,267 | |
| | | | | | | | |
| | | | | | $ | 1,746,665 | |
| | | | | | | | |
Real Estate – Retail – 0.1% | | | | | |
Simon International Finance S.C.A., REIT, 1.375% 11/18/2022 | | EUR | 400,000 | | | $ | 499,411 | |
| | | | | | | | |
Retailers – 0.4% | | | | | |
Best Buy Co., Inc., 5.5% 3/15/2021 | | $ | 1,107,000 | | | $ | 1,192,407 | |
Home Depot, Inc., 2.625% 6/01/2022 | | | 695,000 | | | | 698,791 | |
Home Depot, Inc., 3% 4/01/2026 | | | 830,000 | | | | 830,868 | |
Kering S.A., 1.25% 5/10/2026 | | EUR | 200,000 | | | | 245,451 | |
| | | | | | | | |
| | | | | | $ | 2,967,517 | |
| | | | | | | | |
Specialty Chemicals – 0.1% | | | | | |
Ecolab, Inc., 2.625% 7/08/2025 | | EUR | 325,000 | | | $ | 432,932 | |
| | | | | | | | |
16
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Supermarkets – 0.1% | | | | | |
Esselunga S.p.A., 1.875% 10/25/2027 | | EUR | 350,000 | | | $ | 427,485 | |
Loblaw Cos. Ltd., 4.86% 9/12/2023 | | CAD | 680,000 | | | | 592,558 | |
| | | | | | | | |
| | | | | | $ | 1,020,043 | |
| | | | | | | | |
Supranational – 0.2% | | | | | |
International Bank for Reconstruction and Development, 2.8% 1/13/2021 | | AUD | 420,000 | | | $ | 331,132 | |
International Bank for Reconstruction and Development, 4.25% 6/24/2025 | | AUD | 465,000 | | | | 394,649 | |
International Finance Corp., 3.25% 7/22/2019 | | AUD | 675,000 | | | | 535,726 | |
| | | | | | | | |
| | | | | | $ | 1,261,507 | |
| | | | | | | | |
Telecommunications – Wireless – 0.4% | | | | | |
American Tower Corp., REIT, 4.7% 3/15/2022 | | $ | 327,000 | | | $ | 350,005 | |
American Tower Corp., REIT, 3.5% 1/31/2023 | | | 812,000 | | | | 830,153 | |
Crown Castle International Corp., 2.25% 9/01/2021 | | | 1,072,000 | | | | 1,053,805 | |
Crown Castle International Corp., 3.7% 6/15/2026 | | | 425,000 | | | | 424,598 | |
SBA Tower Trust, 2.898% 10/15/2044 (n) | | | 349,000 | | | | 349,829 | |
| | | | | | | | |
| | | | | | $ | 3,008,390 | |
| | | | | | | | |
Telephone Services – 0.1% | | | | | |
Chorus Ltd. Co., 1.125% 10/18/2023 | | EUR | 400,000 | | | $ | 483,021 | |
TELUS Corp., 5.05% 7/23/2020 | | CAD | 687,000 | | | | 582,966 | |
| | | | | | | | |
| | | | | | $ | 1,065,987 | |
| | | | | | | | |
Tobacco – 0.3% | | | | | |
B.A.T. International Finance PLC, 0.875% 10/13/2023 | | EUR | 500,000 | | | $ | 602,708 | |
Imperial Brands Finance PLC, 1.375% 1/27/2025 | | EUR | 300,000 | | | | 364,379 | |
Reynolds American, Inc., 8.125% 6/23/2019 | | $ | 327,000 | | | | 353,672 | |
Reynolds American, Inc., 4.45% 6/12/2025 | | | 258,000 | | | | 275,029 | |
Reynolds American, Inc., 5.7% 8/15/2035 | | | 819,000 | | | | 975,614 | |
| | | | | | | | |
| | | | | | $ | 2,571,402 | |
| | | | | | | | |
Transportation – Services – 0.5% | | | | | |
Autostrade per L’Italia S.p.A., 1.75% 6/26/2026 | | EUR | 250,000 | | | $ | 310,484 | |
Autrostrade per L’italia Group, 1.125% 11/04/2021 | | EUR | 600,000 | | | | 743,974 | |
Brambles Finance PLC, 1.5% 10/04/2027 | | EUR | 300,000 | | | | 364,213 | |
Compagnie Financial et Indus Unternehmensanleihe, 0.75% 9/09/2028 | | EUR | 500,000 | | | | 569,732 | |
ERAC USA Finance LLC, 7% 10/15/2037 (n) | | $ | 574,000 | | | | 767,071 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Transportation – Services – continued | | | | | |
Heathrow Funding Ltd., 1.875% 7/12/2032 | | EUR | 300,000 | | | $ | 369,056 | |
Heathrow Funding Ltd., 4.625% 10/31/2046 | | GBP | 225,000 | | | | 394,229 | |
Transurban Finance Co., 1.75% 3/29/2028 | | EUR | 400,000 | | | | 489,138 | |
| | | | | | | | |
| | | | | | $ | 4,007,897 | |
| | | | | | | | |
U.S. Government Agencies and Equivalents – 0.2% | |
Small Business Administration, 5.09% 10/01/2025 | | $ | 7,203 | | | $ | 7,552 | |
Small Business Administration, 5.21% 1/01/2026 | | | 248,367 | | | | 262,326 | |
Small Business Administration, 5.31% 5/01/2027 | | | 73,770 | | | | 78,006 | |
Small Business Administration, 2.22% 3/01/2033 | | | 1,449,777 | | | | 1,420,972 | |
| | | | | | | | |
| | | | | | $ | 1,768,856 | |
| | | | | | | | |
U.S. Treasury Obligations – 3.6% | | | | | |
U.S. Treasury Bonds, 5.25% 2/15/2029 | | $ | 783,000 | | | $ | 996,832 | |
U.S. Treasury Bonds, 4.5% 2/15/2036 (f) | | | 448,000 | | | | 576,344 | |
U.S. Treasury Bonds, 4.5% 8/15/2039 (f) | | | 2,370,000 | | | | 3,093,207 | |
U.S. Treasury Bonds, 3.625% 2/15/2044 (f) | | | 7,405,000 | | | | 8,646,534 | |
U.S. Treasury Notes, 1.75% 5/15/2022 (f) | | | 7,069,000 | | | | 6,954,612 | |
U.S. Treasury Notes, 2% 11/30/2022 | | | 5,041,000 | | | | 4,994,408 | |
U.S. Treasury Notes, 1.5% 8/15/2026 (f) | | | 2,663,000 | | | | 2,476,900 | |
| | | | | | | | |
| | | | | | $ | 27,738,837 | |
| | | | | | | | |
Utilities – Electric Power – 1.9% | | | | | |
Duke Energy Corp., 2.65% 9/01/2026 | | $ | 995,000 | | | $ | 953,108 | |
Duke Energy Florida LLC, 3.2% 1/15/2027 | | | 842,000 | | | | 852,199 | |
EDP Finance B.V., 4.125% 1/20/2021 | | EUR | 500,000 | | | | 671,629 | |
EDP Finance B.V., 2% 4/22/2025 | | EUR | 300,000 | | | | 380,231 | |
Emera U.S. Finance LP, 2.7% 6/15/2021 | | $ | 376,000 | | | | 375,047 | |
Emera U.S. Finance LP, 3.55% 6/15/2026 | | | 430,000 | | | | 431,120 | |
Enel Americas S.A., 4% 10/25/2026 | | | 1,891,000 | | | | 1,919,876 | |
Enel Finance International N.V., 5.625% 8/14/2024 | | GBP | 200,000 | | | | 328,820 | |
Enel Finance International N.V., 4.75% 5/25/2047 (n) | | $ | 1,116,000 | | | | 1,207,277 | |
Engie Energia Chile S.A., 4.5% 1/29/2025 (n) | | | 1,180,000 | | | | 1,232,152 | |
Exelon Corp., 3.497% 6/01/2022 | | | 406,000 | | | | 413,704 | |
Innogy Finance B.V., 4.75% 1/31/2034 | | GBP | 300,000 | | | | 499,056 | |
NextEra Energy Capital Holdings, Inc., 3.55% 5/01/2027 | | $ | 992,000 | | | | 1,010,208 | |
17
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
Utilities – Electric Power – continued | | | | | |
PPL Capital Funding, Inc., 3.1% 5/15/2026 | | $ | 1,033,000 | | | $ | 1,010,763 | |
PPL Capital Funding, Inc., 5% 3/15/2044 | | | 473,000 | | | | 547,598 | |
PPL WEM Holdings PLC, 5.375% 5/01/2021 (n) | | | 280,000 | | | | 300,058 | |
Public Service Enterprise Group, 2% 11/15/2021 | | | 1,215,000 | | | | 1,186,004 | |
Virginia Electric & Power Co., 3.5% 3/15/2027 | | | 1,200,000 | | | | 1,240,324 | |
| | | | | | | | |
| | | | | | $ | 14,559,174 | |
| | | | | | | | |
Total Bonds (Identified Cost, $391,519,013) | | | | | | $ | 405,266,954 | |
| | | | | | | | |
|
CONVERTIBLE PREFERRED STOCKS – 0.1% | |
UTILITIES – ELECTRIC POWER – 0.1% | | | | | |
NextEra Energy, Inc., 6.123% | | | 3,325 | | | $ | 186,865 | |
NextEra Energy, Inc., 6.371% | | | 4,136 | | | | 287,783 | |
| | | | | | | | |
Total Convertible Preferred Stocks (Identified Cost, $466,689) | | | $ | 474,648 | |
| | | | | | | | |
| |
PREFERRED STOCKS – 0.3% | | | | | |
Automotive – 0.0% | | | | | | | | |
Hyundai Motor Co. Ltd. | | | 3,137 | | | $ | 298,887 | |
| | | | | | | | |
Consumer Products – 0.3% | | | | | |
Henkel AG & Co. KGaA | | | 17,662 | | | $ | 2,332,082 | |
| | | | | | | | |
Total Preferred Stocks (Identified Cost, $1,175,177) | | | | | | $ | 2,630,969 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
INVESTMENT COMPANIES (h) – 9.4% | | | | | |
MONEY MARKET FUNDS – 9.4% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $71,781,093) | | | 71,788,272 | | | $ | 71,781,093 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Underlying/ Expiration Date/Exercise Price | | Put/ Call | | Counter- party | | Notional Amount | | | Number of Contracts | | | | | | | |
PURCHASED OPTIONS – 0.0% | |
MARKET INDEX SECURITIES – 0.0% | |
Russell 2000 Index – March 2018 @ $1,200 (Identified Cost, $32,271) | | Put | | Goldman Sachs International | | | $19,193,875 | | | | 125 | | | | | | | | $23,750 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | |
Issuer | | Shares/Par | | | | |
COLLATERAL FOR SECURITIES LOANED – 0.1% | |
State Street Navigator Securities Lending Government Money Market Portfolio, 1.3% (j) (Identified Cost, $765,000) | | | 765,000 | | | $ | 765,000 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.7% | | | | 5,384,695 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 762,551,623 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(f) | | All or a portion of the security has been segregated as collateral for open futures contracts. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $71,781,093 and $685,385,835, respectively. |
(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 $46,534,155, representing 6.1% of net assets. |
(s) | | Security or a portion of the security was pledged to cover collateral requirements for certain derivative transactions. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(z) | | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
| | | | | | | | | | |
Restricted Securities | | Acquisition Date | | Cost | | | Value | |
Bank of America Corp., 3.004% to 12/20/2022, FLR to 12/20/2023 | | 3/25/10-12/15/17 | | | $785,298 | | | | $746,808 | |
Chesapeake Funding II LLC, 2016-2A, “A2”, FLR, 2.477% (U.S. LIBOR-1mo. + 1%), 6/15/2028 | | 6/14/16 | | | 1,004,306 | | | | 1,009,902 | |
Liberty Mutual Group, Inc., 2.75% 5/04/2026 | | 4/26/16 | | | 224,356 | | | | 261,433 | |
Republic of Indonesia, 2.875% 7/08/2021 | | 7/02/14 | | | 680,115 | | | | 652,322 | |
Republic of Indonesia, 2.15% 7/18/2024 | | 7/11/17 | | | 387,940 | | | | 426,314 | |
Total Restricted Securities | | | | | | | | | $3,096,779 | |
% of Net assets | | | | | | | | | 0.4% | |
18
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
CLO | | Collateralized Loan Obligation |
FLR | | Floating rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. |
PJSC | | Public Joint Stock Company |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
| | |
Insurers |
NATL | | National Public Finance Guarantee Corp. |
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 12/31/17
Forward Foreign Currency Exchange Contracts
| | | | | | | | | | | | | | | | | | | | |
Currency Purchased | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | |
AUD | | | 6,322,000 | | | | | USD | | 4,774,657 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | $158,036 | |
CAD | | | 3,479,000 | | | | | USD | | 2,745,425 | | Goldman Sachs International | | | 1/12/2018 | | | | 22,882 | |
CAD | | | 7,439,104 | | | | | USD | | 5,802,412 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | 117,025 | |
CAD | | | 1,183,431 | | | | | USD | | 928,000 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | 14,030 | |
CAD | | | 3,060,000 | | | | | USD | | 2,378,534 | | Merrill Lynch International | | | 1/12/2018 | | | | 56,367 | |
CHF | | | 390,000 | | | | | USD | | 396,020 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | 4,427 | |
CHF | | | 529,437 | | | | | USD | | 533,401 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | 11,402 | |
CZK | | | 9,851,000 | | | | | USD | | 452,898 | | Barclays Bank PLC | | | 1/12/2018 | | | | 9,968 | |
EUR | | | 2,239,542 | | | | | USD | | 2,664,884 | | Brown Brothers Harriman | | | 1/12/2018 | | | | 23,654 | |
EUR | | | 10,380,065 | | | | | USD | | 12,210,537 | | Deutsche Bank AG | | | 1/12/2018 | | | | 250,586 | |
EUR | | | 12,364,051 | | | | | USD | | 14,657,006 | | Goldman Sachs International | | | 1/12/2018 | | | | 185,865 | |
EUR | | | 13,287,351 | | | | | USD | | 15,739,000 | | Goldman Sachs International | | | 2/12/2018 | | | | 240,550 | |
EUR | | | 908,200 | | | | | USD | | 1,055,883 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | 34,398 | |
EUR | | | 6,093,000 | | | | | USD | | 7,138,107 | | Merrill Lynch International | | | 1/12/2018 | | | | 176,454 | |
EUR | | | 6,001,208 | | | | | USD | | 7,093,668 | | Morgan Stanley Capital Services, Inc. | | | 1/19/2018 | | | | 113,572 | |
19
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts - continued
| | | | | | | | | | | | | | | | | | | | | | |
Currency Purchased | | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives – continued | | | | | | | | | | | | |
EUR | | | 1,002,000 | | | | | | | USD | | 1,185,116 | | UBS AG | | | 1/12/2018 | | | | $17,772 | |
GBP | | | 401,467 | | | | | | | USD | | 536,947 | | Brown Brothers Harriman | | | 1/12/2018 | | | | 5,247 | |
GBP | | | 1,094,103 | | | | | | | USD | | 1,446,742 | | Goldman Sachs International | | | 1/12/2018 | | | | 30,876 | |
GBP | | | 396,278 | | | | | | | USD | | 524,392 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | 10,793 | |
GBP | | | 6,815,672 | | | | | | | USD | | 9,147,000 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | 66,992 | |
ILS | | | 2,860,000 | | | | | | | USD | | 821,069 | | Barclays Bank PLC | | | 1/12/2018 | | | | 1,130 | |
INR | | | 148,834,000 | | | | | | | USD | | 2,316,122 | | JPMorgan Chase Bank N.A. | | | 1/29/2018 | | | | 9,032 | |
INR | | | 313,924,000 | | | | | | | USD | | 4,835,030 | | JPMorgan Chase Bank N.A. | | | 1/30/2018 | | | | 68,721 | |
INR | | | 153,886,000 | | | | | | | USD | | 2,389,534 | | JPMorgan Chase Bank N.A. | | | 2/22/2018 | | | | 7,267 | |
KRW | | | 3,238,553,000 | | | | | | | USD | | 2,893,735 | | JPMorgan Chase Bank N.A. | | | 1/23/2018 | | | | 132,596 | |
NOK | | | 8,859,000 | | | | | | | USD | | 1,071,364 | | Goldman Sachs International | | | 1/12/2018 | | | | 7,913 | |
NOK | | | 9,507,000 | | | | | | | USD | | 1,149,763 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | 8,458 | |
NOK | | | 21,029,000 | | | | | | | USD | | 2,542,574 | | Merrill Lynch International | | | 1/12/2018 | | | | 19,353 | |
NZD | | | 744,028 | | | | | | | USD | | 525,696 | | Goldman Sachs International | | | 1/12/2018 | | | | 1,545 | |
PLN | | | 4,992,931 | | | | | | | USD | | 1,374,065 | | Barclays Bank PLC | | | 1/12/2018 | | | | 60,300 | |
RUB | | | 31,226,000 | | | | | | | USD | | 526,452 | | JPMorgan Chase Bank N.A. | | | 2/6/2018 | | | | 13,769 | |
SEK | | | 17,644,504 | | | | | | | USD | | 2,125,089 | | Goldman Sachs International | | | 2/12/2018 | | | | 30,950 | |
SGD | | | 1,438,000 | | | | | | | USD | | 1,062,439 | | Morgan Stanley Capital Services, Inc. | | | 1/12/2018 | | | | 12,910 | |
THB | | | 56,941,650 | | | | | | | USD | | 1,723,937 | | JPMorgan Chase Bank N.A. | | | 1/16/2018 | | | | 25,375 | |
USD | | | 9,754,796 | | | | | | | CAD | | 12,181,886 | | Citibank N.A. | | | 1/12/2018 | | | | 61,437 | |
USD | | | 259,808 | | | | | | | JPY | | 29,111,000 | | Citibank N.A. | | | 1/12/2018 | | | | 1,354 | |
USD | | | 1,334,686 | | | | | | | JPY | | 150,000,000 | | Deutsche Bank AG | | | 1/12/2018 | | | | 2,951 | |
USD | | | 1,373,247 | | | | | | | NOK | | 10,884,000 | | Deutsche Bank AG | | | 1/12/2018 | | | | 47,268 | |
USD | | | 247,742 | | | | | | | CAD | | 309,000 | | Goldman Sachs International | | | 1/12/2018 | | | | 1,865 | |
USD | | | 481,099 | | | | | | | CHF | | 467,000 | | Goldman Sachs International | | | 1/12/2018 | | | | 1,590 | |
USD | | | 8,315,738 | | | | | | | NOK | | 66,227,000 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | 247,416 | |
USD | | | 9,752,843 | | | | | | | CAD | | 12,181,886 | | Merrill Lynch International | | | 1/12/2018 | | | | 59,484 | |
ZAR | | | 18,564,135 | | | | | | | USD | | 1,338,367 | | Goldman Sachs International | | | 1/12/2018 | | | | 159,981 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | $2,533,561 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | |
Currency Purchased | | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
Liability Derivatives | | | | | | | | | | | | | | | | | | | |
CHF | | | 3,104,000 | | | | | | | USD | | 3,206,241 | | Morgan Stanley Capital Services, Inc. | | | 1/12/2018 | | | | $(19,094 | ) |
JPY | | | 4,088,049,488 | | | | | | | USD | | 36,615,847 | | Goldman Sachs International | | | 1/12/2018 | | | | (321,183 | ) |
JPY | | | 38,476,194 | | | | | | | USD | | 342,201 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | (600 | ) |
JPY | | | 892,773,308 | | | | | | | USD | | 7,986,000 | | JPMorgan Chase Bank N.A. | | | 2/15/2018 | | | | (46,706 | ) |
MXN | | | 34,324,081 | | | | | | | USD | | 1,806,084 | | Deutsche Bank AG | | | 1/12/2018 | | | | (63,350 | ) |
NOK | | | 99,958,946 | | | | | | | USD | | 12,274,828 | | Goldman Sachs International | | | 2/12/2018 | | | | (86,771 | ) |
NOK | | | 187,065,089 | | | | | | | USD | | 22,968,554 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (159,590 | )�� |
NOK | | | 83,277,284 | | | | | | | USD | | 10,514,237 | | Morgan Stanley Capital Services, Inc. | | | 1/12/2018 | | | | (368,707 | ) |
SEK | | | 19,666,522 | | | | | | | USD | | 2,451,081 | | Deutsche Bank AG | | | 1/12/2018 | | | | (52,363 | ) |
USD | | | 2,487,093 | | | | | | | EUR | | 2,100,000 | | BNP Paribas S.A. | | | 1/12/2018 | | | | (33,928 | ) |
USD | | | 710,044 | | | | | | | JPY | | 80,119,000 | | BNP Paribas S.A. | | | 1/12/2018 | | | | (1,272 | ) |
USD | | | 2,385,364 | | | | | | | CAD | | 3,029,802 | | Citibank N.A. | | | 1/12/2018 | | | | (25,506 | ) |
USD | | | 133,523 | | | | | | | CHF | | 133,000 | | Citibank N.A. | | | 1/12/2018 | | | | (3,040 | ) |
USD | | | 1,017,462 | | | | | | | DKK | | 6,373,569 | | Citibank N.A. | | | 1/12/2018 | | | | (10,330 | ) |
USD | | | 1,584,794 | | | | | | | EUR | | 1,339,734 | | Citibank N.A. | | | 1/12/2018 | | | | (23,538 | ) |
USD | | | 249,562 | | | | | | | SEK | | 2,085,000 | | Citibank N.A. | | | 1/12/2018 | | | | (4,745 | ) |
USD | | | 5,936,778 | | | | | | | AUD | | 7,630,348 | | Deutsche Bank AG | | | 1/12/2018 | | | | (16,744 | ) |
USD | | | 94,837 | | | | | | | CAD | | 122,000 | | Deutsche Bank AG | | | 1/12/2018 | | | | (2,241 | ) |
USD | | | 5,370,161 | | | | | | | EUR | | 4,604,914 | | Deutsche Bank AG | | | 1/12/2018 | | | | (157,974 | ) |
USD | | | 93,102 | | | | | | | GBP | | 70,000 | | Deutsche Bank AG | | | 1/12/2018 | | | | (1,435 | ) |
USD | | | 4,306,614 | | | | | | | EUR | | 3,621,403 | | Goldman Sachs International | | | 1/12/2018 | | | | (40,830 | ) |
USD | | | 639,488 | | | | | | | GBP | | 476,919 | | Goldman Sachs International | | | 1/12/2018 | | | | (4,605 | ) |
20
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Forward Foreign Currency Exchange Contracts - continued
| | | | | | | | | | | | | | | | | | | | |
Currency Purchased | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
Liability Derivatives – continued | | | | | | | | | | |
USD | | | 661,114 | | | | | JPY | | 75,000,000 | | Goldman Sachs International | | | 1/12/2018 | | | | $(4,754 | ) |
USD | | | 1,401,834 | | | | | ZAR | | 19,000,000 | | Goldman Sachs International | | | 1/12/2018 | | | | (131,694 | ) |
USD | | | 93,768,073 | | | | | EUR | | 80,091,627 | | Goldman Sachs International | | | 2/12/2018 | | | | (2,551,216 | ) |
USD | | | 26,809,336 | | | | | NZD | | 38,693,869 | | Goldman Sachs International | | | 2/12/2018 | | | | (599,277 | ) |
USD | | | 8,439,000 | | | | | SEK | | 70,738,061 | | Goldman Sachs International | | | 2/12/2018 | | | | (204,709 | ) |
USD | | | 12,329,509 | | | | | EUR | | 10,550,413 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | (336,115 | ) |
USD | | | 989,635 | | | | | GBP | | 750,000 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | (23,262 | ) |
USD | | | 4,948,642 | | | | | KRW | | 5,538,321,930 | | JPMorgan Chase Bank N.A. | | | 1/23/2018 | | | | (226,755 | ) |
USD | | | 4,721,026 | | | | | INR | | 306,371,000 | | JPMorgan Chase Bank N.A. | | | 1/30/2018 | | | | (64,741 | ) |
USD | | | 6,820,125 | | | | | AUD | | 8,885,380 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (112,652 | ) |
USD | | | 6,381,689 | | | | | CAD | | 8,114,184 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (77,330 | ) |
USD | | | 41,191,970 | | | | | CHF | | 40,832,781 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (825,926 | ) |
USD | | | 1,652,167 | | | | | DKK | | 10,498,333 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (43,930 | ) |
USD | | | 38,047,982 | | | | | EUR | | 32,496,728 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (1,033,029 | ) |
USD | | | 14,319,364 | | | | | GBP | | 10,868,785 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (373,964 | ) |
USD | | | 713,207 | | | | | ILS | | 2,517,156 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (11,260 | ) |
USD | | | 16,013,000 | | | | | NOK | | 132,141,726 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (99,123 | ) |
USD | | | 912,105 | | | | | SGD | | 1,238,213 | | JPMorgan Chase Bank N.A. | | | 2/12/2018 | | | | (14,256 | ) |
USD | | | 51,152,985 | | | | | JPY | | 5,770,312,442 | | JPMorgan Chase Bank N.A. | | | 2/15/2018 | | | | (161,504 | ) |
USD | | | 997,798 | | | | | EUR | | 838,000 | | UBS AG | | | 1/12/2018 | | | | (8,209 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | $(8,348,258 | ) |
| | | | | | | | | | | | | | | | | | | | |
Futures Contracts
| | | | | | | | | | | | | | | | | | |
Description | | Long/ Short | | Currency | | Contracts | | Notional Amount | | | Expiration Date | | | Value/ Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | |
Equity Futures | | | | | | | | | | | | |
AEX 25 Index | | Short | | EUR | | 148 | | | $19,338,211 | | | | January - 2018 | | | | $136,184 | |
BIST 30 Index | | Long | | TRY | | 6,572 | | | 25,174,895 | | | | February - 2018 | | | | 669,389 | |
DAX Index | | Short | | EUR | | 2 | | | 770,433 | | | | March - 2018 | | | | 18,371 | |
Hang Seng Index | | Long | | HKD | | 144 | | | 27,598,840 | | | | January - 2018 | | | | 396,978 | |
Mexican Bolsa Index | | Long | | MXN | | 371 | | | 9,446,089 | | | | March - 2018 | | | | 348,499 | |
MSCI Singapore Index | | Long | | SGD | | 899 | | | 26,087,099 | | | | January - 2018 | | | | 104,106 | |
MSCI Taiwan Index | | Long | | USD | | 423 | | | 16,623,900 | | | | January - 2018 | | | | 308,790 | |
OMX Index | | Short | | SEK | | 818 | | | 15,698,169 | | | | January - 2018 | | | | 476,529 | |
S&P 500 Index | | Long | | USD | | 30 | | | 4,014,000 | | | | March - 2018 | | | | 50,542 | |
S&P/ASX 200 Index | | Short | | AUD | | 40 | | | 4,697,107 | | | | March - 2018 | | | | 1,436 | |
Topix Index | | Long | | JPY | | 65 | | | 10,481,917 | | | | March - 2018 | | | | 99,166 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $2,609,990 | |
| | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | |
Canadian Treasury Bond 10 yr | | Short | | CAD | | 499 | | | $53,504,551 | | | | March - 2018 | | | | $722,045 | |
Japan Government Bond 10 yr | | Short | | JPY | | 1 | | | 1,338,185 | | | | March - 2018 | | | | 697 | |
U.S. Treasury Note 10 yr | | Short | | USD | | 469 | | | 58,177,984 | | | | March - 2018 | | | | 435,845 | |
U.S. Treasury Ultra 10 yr | | Short | | USD | | 39 | | | 5,208,938 | | | | March - 2018 | | | | 16,921 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $1,175,508 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $3,785,498 | |
| | | | | | | | | | | | | | | | | | |
21
MFS Global Tactical Allocation Portfolio
Portfolio of Investments – continued
Futures Contracts - continued
| | | | | | | | | | | | | | | | | | |
Description | | Long/ Short | | Currency | | Contracts | | Notional Amount | | | Expiration Date | | | Value/ Unrealized Appreciation (Depreciation) | |
Liability Derivatives | | | | | | | | | | | | |
Equity Futures | | | | | | | | | | | | |
CAC 40 Index | | Long | | EUR | | 182 | | | $11,577,657 | | | | January - 2018 | | | | $(174,544 | ) |
FTSE 100 Index | | Short | | GBP | | 38 | | | 3,917,333 | | | | March - 2018 | | | | (124,634 | ) |
FTSE JSE Index | | Short | | ZAR | | 345 | | | 14,827,262 | | | | March - 2018 | | | | (384,247 | ) |
FTSE/MIB Index | | Long | | EUR | | 200 | | | 26,105,121 | | | | March - 2018 | | | | (1,060,247 | ) |
Hang Seng China Enterprises Index | | Short | | HKD | | 208 | | | 15,614,276 | | | | January - 2018 | | | | (121,134 | ) |
IBEX Index | | Long | | EUR | | 13 | | | 1,563,048 | | | | January - 2018 | | | | (34,487 | ) |
IBOV Index | | Short | | BRL | | 293 | | | 6,787,555 | | | | February - 2018 | | | | (257,217 | ) |
KOSPI 200 Index | | Short | | KRW | | 37 | | | 2,818,072 | | | | March - 2018 | | | | (27,649 | ) |
Nifty Index | | Short | | USD | | 862 | | | 18,202,854 | | | | January - 2018 | | | | (76,140 | ) |
Russell 2000 Index | | Short | | USD | | 183 | | | 14,058,975 | | | | March - 2018 | | | | (117,149 | ) |
S&P/TSX 60 Index | | Short | | CAD | | 168 | | | 25,591,599 | | | | March - 2018 | | | | (205,683 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $(2,583,131 | ) |
| | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | |
Australian Treasury Bond 10 yr | | Long | | AUD | | 557 | | | $56,131,961 | | | | March - 2018 | | | | $(479,668 | ) |
German Euro Bund 10 yr | | Long | | EUR | | 152 | | | 29,486,728 | | | | March - 2018 | | | | (295,816 | ) |
Long Gilt 10 yr | | Short | | GBP | | 52 | | | 8,787,214 | | | | March - 2018 | | | | (59,105 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $(834,589 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | $(3,417,720 | ) |
| | | | | | | | | | | | | | | | | | |
At December 31, 2017, the fund had cash collateral of $6,738,824 and other liquid securities with an aggregate value of $18,280,014 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
22
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value, including $749,356 of securities on loan (identified cost, $569,213,171) | | | $685,385,835 | |
Investments in affiliated issuers, at value (identified cost, $71,781,093) | | | 71,781,093 | |
Cash | | | 50,237 | |
Foreign currency, at value (identified cost, $6,236) | | | 6,264 | |
Restricted cash for | | | | |
Forward foreign currency exchange contracts | | | 5,712,000 | |
Deposits with brokers for | | | | |
Futures contracts | | | 1,013,877 | |
Uncleared derivatives | | | 12,947 | |
Receivables for | | | | |
Forward foreign currency exchange contracts | | | 2,533,561 | |
Daily variation margin on open futures contracts | | | 78,194 | |
Investments sold | | | 2,403,751 | |
Fund shares sold | | | 54,657 | |
Interest and dividends | | | 4,004,853 | |
Other assets | | | 4,766 | |
Total assets | | | $773,042,035 | |
Liabilities | | | | |
Payables for | | | | |
Forward foreign currency exchange contracts | | | $8,348,258 | |
Investments purchased | | | 51,962 | |
Fund shares reacquired | | | 998,098 | |
Collateral for securities loaned, at value | | | 765,000 | |
Payable to affiliates | | | | |
Investment adviser | | | 59,420 | |
Shareholder servicing costs | | | 176 | |
Distribution and/or service fees | | | 19,360 | |
Payable for independent Trustees’ compensation | | | 28 | |
Deferred country tax expense payable | | | 71,682 | |
Accrued expenses and other liabilities | | | 176,428 | |
Total liabilities | | | $10,490,412 | |
Net assets | | | $762,551,623 | |
Net assets consist of | | | | |
Paid-in capital | | | $627,410,947 | |
Unrealized appreciation (depreciation) (net of $71,682 deferred country tax) | | | 110,731,762 | |
Accumulated net realized gain (loss) | | | 23,705,987 | |
Undistributed net investment income | | | 702,927 | |
Net assets | | | $762,551,623 | |
Shares of beneficial interest outstanding | | | 48,084,094 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $56,095,889 | | | | 3,481,419 | | | | $16.11 | |
Service Class | | | 706,455,734 | | | | 44,602,675 | | | | 15.84 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
See Notes to Financial Statements
23
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 12/31/17 | |
Net investment income (loss) | |
Income | |
Interest | | | $11,022,252 | |
Dividends | | | 7,860,379 | |
Dividends from affiliated issuers | | | 654,594 | |
Income on securities loaned | | | 18,417 | |
Foreign taxes withheld | | | (398,805 | ) |
Total investment income | | | $19,156,837 | |
Expenses | |
Management fee | | | $5,522,240 | |
Distribution and/or service fees | | | 1,818,158 | |
Shareholder servicing costs | | | 19,077 | |
Administrative services fee | | | 133,621 | |
Independent Trustees’ compensation | | | 15,568 | |
Custodian fee | | | 122,007 | |
Shareholder communications | | | 62,645 | |
Audit and tax fees | | | 87,284 | |
Legal fees | | | 10,673 | |
Miscellaneous | | | 378,520 | |
Total expenses | | | $8,169,793 | |
Reduction of expenses by investment adviser | | | (62,737 | ) |
Net expenses | | | $8,107,056 | |
Net investment income (loss) | | | $11,049,781 | |
Realized and unrealized gain (loss) | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers (net of $7,001 country tax) | | | $22,226,251 | |
Affiliated issuers | | | (7,780 | ) |
Futures contracts | | | 10,124,801 | |
Swap agreements | | | 259,302 | |
Forward foreign currency exchange contracts | | | (8,409,963 | ) |
Foreign currency | | | 524,669 | |
Net realized gain (loss) | | | $24,717,280 | |
Change in unrealized appreciation (depreciation) | |
Unaffiliated issuers (net of $53,681 increase in deferred country tax) | | | $49,643,512 | |
Affiliated issuers | | | (348 | ) |
Futures contracts | | | 1,828,506 | |
Swap agreements | | | (102,280 | ) |
Forward foreign currency exchange contracts | | | (7,662,345 | ) |
Translation of assets and liabilities in foreign currencies | | | (252,329 | ) |
Net unrealized gain (loss) | | | $43,454,716 | |
Net realized and unrealized gain (loss) | | | $68,171,996 | |
Change in net assets from operations | | | $79,221,777 | |
See Notes to Financial Statements
24
MFS Global Tactical Allocation Portfolio
FINANCIAL STATEMENTS | STATEMENTS OF CHANGES IN NET ASSETS
These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $11,049,781 | | | | $13,652,018 | |
Net realized gain (loss) | | | 24,717,280 | | | | 10,717,476 | |
Net unrealized gain (loss) | | | 43,454,716 | | | | 24,948,512 | |
Change in net assets from operations | | | $79,221,777 | | | | $49,318,006 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(22,895,168 | ) | | | $— | |
From net realized gain | | | (1,880,256 | ) | | | (44,278,276 | ) |
Total distributions declared to shareholders | | | $(24,775,424 | ) | | | $(44,278,276 | ) |
Change in net assets from fund share transactions | | | $(83,723,186 | ) | | | $(50,184,585 | ) |
Total change in net assets | | | $(29,276,833 | ) | | | $(45,144,855 | ) |
Net assets | |
At beginning of period | | | 791,828,456 | | | | 836,973,311 | |
At end of period (including undistributed net investment income of $702,927 and $17,885,990, respectively) | | | $762,551,623 | | | | $791,828,456 | |
See Notes to Financial Statements
25
MFS Global Tactical Allocation Portfolio
FINANCIAL STATEMENTS | FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the fund’s financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $15.04 | | | | $14.92 | | | | $16.43 | | | | $16.20 | | | | $15.27 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.26 | | | | $0.29 | (c) | | | $0.29 | | | | $0.37 | | | | $0.32 | |
Net realized and unrealized gain (loss) | | | 1.36 | | | | 0.67 | | | | (0.66 | ) | | | 0.36 | | | | 1.02 | |
Total from investment operations | | | $1.62 | | | | $0.96 | | | | $(0.37 | ) | | | $0.73 | | | | $1.34 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.51 | ) | | | $— | | | | $(0.87 | ) | | | $(0.48 | ) | | | $(0.41 | ) |
From net realized gain | | | (0.04 | ) | | | (0.84 | ) | | | (0.27 | ) | | | (0.02 | ) | | | — | |
Total distributions declared to shareholders | | | $(0.55 | ) | | | $(0.84 | ) | | | $(1.14 | ) | | | $(0.50 | ) | | | $(0.41 | ) |
Net asset value, end of period (x) | | | $16.11 | | | | $15.04 | | | | $14.92 | | | | $16.43 | | | | $16.20 | |
Total return (%) (k)(r)(s)(x) | | | 10.83 | | | | 6.24 | (c) | | | (2.23 | ) | | | 4.46 | | | | 8.91 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.81 | | | | 0.79 | (c) | | | 0.76 | | | | 0.76 | | | | 0.75 | |
Expenses after expense reductions (f) | | | 0.80 | | | | 0.78 | (c) | | | 0.75 | | | | 0.75 | | | | 0.75 | |
Net investment income (loss) | | | 1.64 | | | | 1.88 | (c) | | | 1.80 | | | | 2.23 | | | | 2.04 | |
Portfolio turnover | | | 35 | | | | 38 | | | | 57 | | | | 32 | | | | 65 | |
Net assets at end of period (000 omitted) | | | $56,096 | | | | $58,053 | | | | $63,253 | | | | $76,670 | | | | $75,559 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $14.79 | | | | $14.72 | | | | $16.22 | | | | $15.99 | | | | $15.09 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.22 | | | | $0.25 | (c) | | | $0.25 | | | | $0.33 | | | | $0.28 | |
Net realized and unrealized gain (loss) | | | 1.34 | | | | 0.66 | | | | (0.66 | ) | | | 0.35 | | | | 0.99 | |
Total from investment operations | | | $1.56 | | | | $0.91 | | | | $(0.41 | ) | | | $0.68 | | | | $1.27 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.47 | ) | | | $— | | | | $(0.82 | ) | | | $(0.43 | ) | | | $(0.37 | ) |
From net realized gain | | | (0.04 | ) | | | (0.84 | ) | | | (0.27 | ) | | | (0.02 | ) | | | — | |
Total distributions declared to shareholders | | | $(0.51 | ) | | | $(0.84 | ) | | | $(1.09 | ) | | | $(0.45 | ) | | | $(0.37 | ) |
Net asset value, end of period (x) | | | $15.84 | | | | $14.79 | | | | $14.72 | | | | $16.22 | | | | $15.99 | |
Total return (%) (k)(r)(s)(x) | | | 10.58 | | | | 5.98 | (c) | | | (2.49 | ) | | | 4.25 | | | | 8.54 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.06 | | | | 1.04 | (c) | | | 1.01 | | | | 1.01 | | | | 1.00 | |
Expenses after expense reductions (f) | | | 1.05 | | | | 1.03 | (c) | | | 1.00 | | | | 1.00 | | | | 1.00 | |
Net investment income (loss) | | | 1.39 | | | | 1.63 | (c) | | | 1.55 | | | | 2.00 | | | | 1.79 | |
Portfolio turnover | | | 35 | | | | 38 | | | | 57 | | | | 32 | | | | 65 | |
Net assets at end of period (000 omitted) | | | $706,456 | | | | $733,775 | | | | $773,721 | | | | $912,616 | | | | $995,404 | |
See Notes to Financial Statements
26
MFS Global Tactical Allocation Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
27
MFS Global Tactical Allocation Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS Global Tactical Allocation Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
(2) | | Significant Accounting Policies |
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued. The fund invests in derivatives as part of its principal investment strategy. Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicators on which the derivative is based. Derivatives can involve leverage. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Exchange-traded options are generally valued at the last sale or official closing price on their primary exchange as provided by a third-party pricing service. Exchange-traded options for which there were no sales reported that day are generally valued at the last daily bid quotation on their primary exchange as provided by a third-party pricing service. 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. Swap agreements are generally valued at valuations provided by a third-party pricing service, which for cleared swaps includes an evaluation of any trading activity at the clearinghouses. Open-end investment companies are
28
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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 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
29
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $147,312,923 | | | | $— | | | | $— | | | | $147,312,923 | |
Switzerland | | | 21,907,615 | | | | — | | | | — | | | | 21,907,615 | |
United Kingdom | | | 6,670,846 | | | | 15,108,902 | | | | — | | | | 21,779,748 | |
Japan | | | 20,782,867 | | | | — | | | | — | | | | 20,782,867 | |
France | | | 12,556,387 | | | | — | | | | — | | | | 12,556,387 | |
Canada | | | 9,319,480 | | | | — | | | | — | | | | 9,319,480 | |
Germany | | | — | | | | 9,087,667 | | | | — | | | | 9,087,667 | |
Taiwan | | | 6,852,974 | | | | — | | | | — | | | | 6,852,974 | |
Netherlands | | | 6,142,183 | | | | — | | | | — | | | | 6,142,183 | |
Other Countries | | | 22,070,090 | | | | 1,541,945 | | | | — | | | | 23,612,035 | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | — | | | | 29,507,693 | | | | — | | | | 29,507,693 | |
Non-U.S. Sovereign Debt | | | — | | | | 156,567,568 | | | | — | | | | 156,567,568 | |
Municipal Bonds | | | — | | | | 298,091 | | | | — | | | | 298,091 | |
U.S. Corporate Bonds | | | — | | | | 84,431,161 | | | | — | | | | 84,431,161 | |
Residential Mortgage-Backed Securities | | | — | | | | 50,732,874 | | | | — | | | | 50,732,874 | |
Commercial Mortgage-Backed Securities | | | — | | | | 5,674,324 | | | | — | | | | 5,674,324 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 18,456,398 | | | | — | | | | 18,456,398 | |
Foreign Bonds | | | — | | | | 59,598,847 | | | | — | | | | 59,598,847 | |
Mutual Funds | | | 72,546,093 | | | | — | | | | — | | | | 72,546,093 | |
Total | | | $326,161,458 | | | | $431,005,470 | | | | $— | | | | $757,166,928 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts – Assets | | | $3,785,498 | | | | $— | | | | $— | | | | $3,785,498 | |
Futures Contracts – Liabilities | | | (3,417,720 | ) | | | — | | | | — | | | | (3,417,720 | ) |
Forward Foreign Currency Exchange Contracts – Assets | | | — | | | | 2,533,561 | | | | — | | | | 2,533,561 | |
Forward Foreign Currency Exchange Contracts – Liabilities | | | — | | | | (8,348,258 | ) | | | — | | | | (8,348,258 | ) |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $6,041,486 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $52,366,127 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 using other observable market-based inputs. 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 during the period were purchased options, futures contracts, forward foreign currency exchange contracts, and swap agreements. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or
30
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Interest Rate | | Interest Rate Futures | | | $1,175,508 | | | | $(834,589 | ) |
Foreign Exchange | | Forward Foreign Currency Exchange | | | 2,533,561 | | | | (8,348,258 | ) |
Equity | | Equity Futures | | | 2,609,990 | | | | (2,583,131 | ) |
Equity | | Purchased Equity Options | | | 23,750 | | | | — | |
Total | | | | | $6,342,809 | | | | $(11,765,978 | ) |
(a) | The value of purchased options outstanding is included in unaffiliated issuers, at value, within the fund’s Statement of Assets and Liabilities. Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities. |
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2017 as reported in the Statement of Operations:
| | | | | | | | | | | | | | | | |
Risk | | Futures Contracts | | | Swap Agreements | | | Forward Foreign Currency Exchange Contracts | | | Unaffiliated Issuers (Purchased Options) | |
Interest Rate | | | $(425,957 | ) | | | $259,302 | | | | $— | | | | $(65,268 | ) |
Foreign Exchange | | | — | | | | — | | | | (8,409,963 | ) | | | — | |
Equity | | | 10,550,758 | | | | — | | | | — | | | | 37,176 | |
Total | | | $10,124,801 | | | | $259,302 | | | | $(8,409,963 | ) | | | $(28,092 | ) |
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, 2017 as reported in the Statement of Operations:
| | | | | | | | | | | | | | | | |
Risk | | Futures Contracts | | | Swap Agreements | | | Forward Foreign Currency Exchange Contracts | | | Unaffiliated Issuers (Purchased Options) | |
Interest Rate | | | $2,139,951 | | | | $(102,280 | ) | | | $— | | | | $(1,596 | ) |
Foreign Exchange | | | — | | | | — | | | | (7,662,345 | ) | | | — | |
Equity | | | (311,445 | ) | | | — | | | | — | | | | — | |
Total | | | $1,828,506 | | | | $(102,280 | ) | | | $(7,662,345 | ) | | | $(1,596 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or
31
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives, respectively. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
The following table presents the fund’s derivative assets and liabilities (by type) on a gross basis as of December 31, 2017:
| | | | | | | | |
Gross Amounts of: | | Derivative Assets | | | Derivative Liabilities | |
Futures Contracts (a) | | | $78,194 | | | | $— | |
Forward Foreign Currency Exchange Contracts | | | 2,533,561 | | | | (8,348,258 | ) |
Purchased Options | | | 23,750 | | | | — | |
Total Gross Amount of Derivative Assets and Liabilities Presented in the Statement of Assets & Liabilities | | | $2,635,505 | | | | $(8,348,258 | ) |
Less: Derivatives Assets and Liabilities Not Subject to a Master Netting Agreement or Similar Arrangement | | | 119,716 | | | | (8,209 | ) |
Total Gross Amount of Derivative Assets and Liabilities Subject to a Master Netting Agreement or Similar Arrangement | | | $2,515,789 | | | | $(8,340,049 | ) |
(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. |
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, 2017:
| | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | | | $71,398 | | | | $— | | | | $— | | | | $— | | | | $71,398 | |
Brown Brothers Harriman | | | 28,901 | | | | — | | | | — | | | | — | | | | 28,901 | |
Citibank N.A. | | | 62,791 | | | | (62,791 | ) | | | — | | | | — | | | | — | |
Deutsche Bank AG | | | 300,805 | | | | (294,107 | ) | | | — | | | | — | | | | 6,698 | |
Goldman Sachs International | | | 684,017 | | | | (684,017 | ) | | | — | | | | — | | | | — | |
JPMorgan Chase Bank N.A. | | | 929,737 | | | | (929,737 | ) | | | — | | | | — | | | | — | |
Merrill Lynch International | | | 311,658 | | | | — | | | | — | | | | (260,000 | ) | | | 51,658 | |
Morgan Stanley Capital Services, Inc. | | | 126,482 | | | | (126,482 | ) | | | — | | | | — | | | | — | |
Total | | | $2,515,789 | | | | $(2,097,134 | ) | | | $— | | | | $(260,000 | ) | | | $158,655 | |
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, 2017:
| | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | |
BNP Paribas | | | $(35,200 | ) | | | $— | | | | $— | | | | $— | | | | $(35,200 | ) |
Citibank N.A. | | | (67,159 | ) | | | 62,791 | | | | — | | | | — | | | | (4,368 | ) |
Deutsche Bank AG | | | (294,107 | ) | | | 294,107 | | | | — | | | | — | | | | — | |
Goldman Sachs International | | | (3,945,039 | ) | | | 684,017 | | | | — | | | | 3,030,000 | | | | (231,022 | ) |
JPMorgan Chase Bank N.A. | | | (3,610,743 | ) | | | 929,737 | | | | — | | | | 2,232,000 | | | | (449,006 | ) |
Morgan Stanley Capital Services, Inc. | | | (387,801 | ) | | | 126,482 | | | | — | | | | 261,319 | | | | — | |
Total | | | $(8,340,049 | ) | | | $2,097,134 | | | | $— | | | | $5,523,319 | | | | $(719,596 | ) |
(b) | The amount presented here may be less than the total amount of collateral (received)/pledged as the excess collateral (received)/pledged is not shown for purposes of this presentation. |
32
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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.
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 forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Swap Agreements – During the period the fund entered into swap agreements. Swap agreements generally involve a periodic exchange of cash payments on a net basis, at specified intervals or upon the occurrence of specified events, between the fund and a counterparty. Certain swap agreements may be entered into as a bilateral contract (“uncleared swaps”) while others are required to be centrally cleared (“cleared swaps”). In a cleared swap transaction, the ultimate counterparty to the transaction is a clearinghouse
33
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
(the “clearinghouse”). The contract is transferred and accepted by the clearinghouse immediately following execution of the swap contract with an executing broker. Thereafter, throughout the term of the cleared swap, the fund interfaces indirectly with the clearinghouse through a clearing broker and has counterparty risk to the clearing broker as well.
Amounts paid or received at the inception of uncleared swap agreements are presented parenthetically as premiums paid or received and reflected in the value of the uncleared swap in the Statement of Assets and Liabilities. Those premiums are amortized using the effective interest method over the term of the agreement as realized gain or loss on swap agreements in the Statement of Operations. The value of the uncleared swap agreements, which is adjusted daily and includes any related interest accruals to be paid or received by the fund, is recorded in the Statement of Assets and Liabilities as “Uncleared swaps, at value”. The daily change in the value of uncleared swaps, including any related interest accruals to be paid or received, is recorded as unrealized appreciation or depreciation on swap agreements in the Statement of Operations. For cleared swaps, the daily change in valuation is recorded as a receivable or payable for variation margin in the Statement of Assets and Liabilities and reflected in unrealized appreciation or depreciation on swap agreements in the Statement of Operations. The periodic exchange of net cash payments, at specified intervals or upon the occurrence of specified events as stipulated by the agreement, is recorded as realized gain or loss on swap agreements in the Statement of Operations. A liquidation payment received or made upon early termination is recorded as a realized gain or loss on swap agreements in the Statement of Operations.
Risks related to swap agreements include the possible lack of a liquid market, unfavorable market and interest rate movements of the underlying instrument and the failure of the counterparty to perform under the terms of the agreements. The fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. To address counterparty risk, uncleared swap agreements are limited to only highly-rated counterparties. Risk is further reduced by having an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement. The fund’s counterparty risk due to cleared swaps is mitigated by the fact that the clearinghouse is the true counterparty to the transaction and the regulatory requirement safeguards in the event of a clearing broker bankruptcy.
The fund entered into total return swaps which involve commitments to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the fund will receive a payment from or make a payment to the counterparty, respectively. The fund may enter into total return swap agreements on a particular security, or a basket or index of securities, in order to gain exposure to the underlying security or securities.
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 $749,356. The fair value of the fund’s investment securities on loan and a related liability of $765,000 for cash collateral received on securities loaned are both presented gross in the Statement of Assets and Liabilities. The collateral 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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.
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
34
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
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. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.
The fund 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. 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.
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
35
MFS Global Tactical Allocation 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, 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:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $22,895,168 | | | | $— | |
Long-term capital gains | | | 1,880,256 | | | | 44,278,276 | |
Total distributions | | | $24,775,424 | | | | $44,278,276 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $650,536,468 | |
Gross appreciation | | | 109,849,246 | |
Gross depreciation | | | (8,665,705 | ) |
Net unrealized appreciation (depreciation) | | | $101,183,541 | |
Undistributed ordinary income | | | 16,032,244 | |
Undistributed long-term capital gain | | | 17,918,874 | |
Other temporary differences | | | 6,017 | |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $1,774,948 | | | | $— | | | | $134,500 | | | | $3,200,005 | |
Service Class | | | 21,120,220 | | | | — | | | | 1,745,756 | | | | 41,078,271 | |
Total | | | $22,895,168 | | | | $— | | | | $1,880,256 | | | | $44,278,276 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. For the period January 1, 2017 to April 27, 2017 the management fee was computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $300 million | | | 0.75% | |
In excess of $300 million | | | 0.675% | |
The investment adviser had 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 terminated on April 27, 2017. For the period January 1, 2017 to April 27, 2017, 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.
Effective April 28, 2017, the management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $300 million | | | 0.75% | |
In excess of $300 million up to $2.5 billion | | | 0.675% | |
In excess of $2.5 billion | | | 0.65% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $62,737, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.70% of the fund’s average daily net assets.
36
MFS Global Tactical Allocation Portfolio
Notes to Financial Statements – continued
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such 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, 2019. For the year ended December 31, 2017, 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, 2017, the fee was $18,310, 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, 2017, these costs amounted to $767.
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, 2017 was equivalent to an annual effective rate of 0.0170% 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, 2017, the fee paid by the fund under this agreement was $1,398 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $481,153 and $3,122,374, respectively. The sales transactions resulted in net realized gains (losses) of $(5,899).
For the year ended December 31, 2017, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $39,225,107 | | | | $43,172,068 | |
Non-U.S. Government securities | | | $210,044,946 | | | | $303,064,846 | |
37
MFS Global Tactical Allocation 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 284,704 | | | | $4,549,890 | | | | 145,928 | | | | $2,264,285 | |
Service Class | | | 760,671 | | | | 11,756,151 | | | | 1,469,776 | | | | 22,295,848 | |
| | | 1,045,375 | | | | $16,306,041 | | | | 1,615,704 | | | | $24,560,133 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 120,394 | | | | $1,909,448 | | | | 204,997 | | | | $3,200,005 | |
Service Class | | | 1,465,768 | | | | 22,865,976 | | | | 2,674,367 | | | | 41,078,271 | |
| | | 1,586,162 | | | | $24,775,424 | | | | 2,879,364 | | | | $44,278,276 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (782,642 | ) | | | $(12,462,762 | ) | | | (731,005 | ) | | | $(11,227,969 | ) |
Service Class | | | (7,223,234 | ) | | | (112,341,889 | ) | | | (7,097,065 | ) | | | (107,795,025 | ) |
| | | (8,005,876 | ) | | | $(124,804,651 | ) | | | (7,828,070 | ) | | | $(119,022,994 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (377,544 | ) | | | $(6,003,424 | ) | | | (380,080 | ) | | | $(5,763,679 | ) |
Service Class | | | (4,996,795 | ) | | | (77,719,762 | ) | | | (2,952,922 | ) | | | (44,420,906 | ) |
| | | (5,374,339 | ) | | | $(83,723,186 | ) | | | (3,333,002 | ) | | | $(50,184,585 | ) |
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, 2017, the fund’s commitment fee and interest expense were $5,273 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | | | 67,748,319 | | | | 226,487,934 | | | | (222,447,981 | ) | | | 71,788,272 | |
| | | | | |
Affilated Issuers | | Realized Gain (Loss) | | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $(7,780 | ) | | | $(348 | ) | | | $— | | | | $654,594 | | | | $71,781,093 | |
38
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Global Tactical Allocation Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Global Tactical Allocation Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
40
MFS Global Tactical Allocation Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
41
MFS Global Tactical Allocation Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Nevin Chitkara Pablo De La Mata Pilar Gomez-Bravo Steven Gorham Richard Hawkins Vipin Narula Ben Nastou Robert Persons Jonathan Sage Natalie Shapiro Robert Spector Benjamin Stone Erik Weisman | | |
42
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 2nd quintile for the five-year period ended December 31, 2016 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.
43
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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $300 million and $2.5 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees 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, 2017.
44
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $2,069,000 as capital gain dividends paid during the fiscal year.
For corporate shareholders, 16.95% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
45
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
46
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
47
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | 50.3% | |
U.S. Treasury Securities | | | 30.2% | |
U.S. Government Agencies | | | 6.8% | |
Investment Grade Corporates | | | 3.0% | |
Collateralized Debt Obligations | | | 2.4% | |
Municipal Bonds | | | 1.9% | |
Commercial Mortgage-Backed Securities | | | 1.7% | |
Non-U.S. Government Bonds | | | 0.3% | |
Emerging Markets Bonds | | | 0.2% | |
Asset-Backed Securities | | | 0.2% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
AAA | | | 4.6% | |
AA | | | 1.4% | |
A | | | 1.9% | |
BBB | | | 1.7% | |
U.S. Government | | | 27.0% | |
Federal Agencies | | | 57.1% | |
Not Rated | | | 3.3% | |
Cash & Cash Equivalents | | | 6.3% | |
Other | | | (3.3)% | |
| |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 5.2 | |
Average Effective Maturity (m) | | | 7.3 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. 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 or may not have held all of these instruments on this date. The fund is not rated by these agencies. |
(d) | | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
(m) | | In determining 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, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Government Securities Portfolio (“fund”) provided a total return of 2.22%, while Service Class shares of the fund provided a total return of 2.03%. These compare with a return of 2.37% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. Government/Mortgage Bond Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Factors Affecting Performance
During the reporting period, the fund underperformed its benchmark, the Bloomberg Barclays U.S. Government/Mortgage Bond Index. However, there were no individual factors that materially detracted from the fund’s relative performance.
Conversely, the fund’s lesser exposure to the treasury sector, and greater exposure to the commercial mortgage-backed securities (CMBS) sector, contributed to relative performance. Security selection within both the treasury and mortgage-backed securities (MBS) agency fixed rate sectors additionally benefited relative returns.
Respectfully,
Portfolio Manager(s)
Geoffrey Schechter
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
3
MFS Government Securities Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/12/85 | | 2.22% | | 1.17% | | 3.32% | | |
| | Service Class | | 8/24/01 | | 2.03% | | 0.92% | | 3.06% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Bloomberg Barclays U.S. Government/Mortgage Bond Index (f) | | 2.37% | | 1.59% | | 3.51% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
Bloomberg 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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.60% | | | | $1,000.00 | | | | $1,006.15 | | | | $3.03 | |
| Hypothetical (h) | | | 0.60% | | | | $1,000.00 | | | | $1,022.18 | | | | $3.06 | |
Service Class | | Actual | | | 0.85% | | | | $1,000.00 | | | | $1,004.89 | | | | $4.30 | |
| Hypothetical (h) | | | 0.85% | | | | $1,000.00 | | | | $1,020.92 | | | | $4.33 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
5
MFS Government Securities Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – 93.2% | | | | | | | | |
Agency – Other – 3.2% | | | | | | | | |
Financing Corp., 9.4% 2/08/2018 | | $ | 6,495,000 | | | $ | 6,551,403 | |
Financing Corp., 9.8% 4/06/2018 | | | 7,760,000 | | | | 7,923,829 | |
Financing Corp., 10.35% 8/03/2018 | | | 3,915,000 | | | | 4,111,905 | |
| | | | | | | | |
| | | | | | $ | 18,587,137 | |
| | | | | | | | |
Asset-Backed & Securitized – 4.3% | |
A Voce CLO Ltd., 2014-1A, “A1R”, FLR, 2.519% (U.S. LIBOR-3mo. + 1.16%), 7/15/2026 (n) | | $ | 2,277,000 | | | $ | 2,292,684 | |
ALM Loan Funding CLO, 2014-14A, “A1R”, FLR, 2.528% (U.S. LIBOR-3mo. + 1.15%), 7/28/2026 (n) | | | 1,553,038 | | | | 1,553,038 | |
Atrium CDO Corp., 2011-A, “A1R”, FLR, 2.502% (U.S. LIBOR-3mo. + 1.14%), 10/23/2025 (n) | | | 2,306,000 | | | | 2,305,769 | |
Cent CLO LP, 2014-21A, “A1”, FLR, 2.584% (U.S. LIBOR-3mo. + 1.21%), 7/27/2026 (n) | | | 2,454,095 | | | | 2,460,842 | |
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35% 2/10/2048 | | | 1,536,000 | | | | 1,563,162 | |
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51% 9/10/2050 | | | 1,414,455 | | | | 1,458,423 | |
CSAIL Commercial Mortgage Trust, 2015-C2, “A4”, 3.504% 6/15/2057 | | | 144,366 | | | | 147,829 | |
Dryden Senior Loan Fund, 2014-34A, “AR”, CLO, FLR, 2.519% (U.S. LIBOR-3mo. + 1.16%), 10/15/2026 (n) | | | 1,537,212 | | | | 1,545,170 | |
Ford Credit Floorplan Master Owner Trust, 2015-4, “A2”, FLR, 2.077% (U.S. LIBOR-1mo. + 0.6%), 8/15/2020 | | | 960,000 | | | | 962,580 | |
GS Mortgage Securities Trust, 2015-GC30, “A4”, 3.382% 5/10/2050 | | | 1,965,000 | | | | 2,013,054 | |
Morgan Stanley Bank of America Merrill Lynch Trust, 2017-C34, “A4”, 3.536% 11/15/2052 | | | 415,862 | | | | 428,837 | |
TICP CLO Ltd., FLR, 2.542% (U.S. LIBOR-3mo. + 1.18%), 1/20/2027 (n) | | | 2,261,352 | | | | 2,270,777 | |
UBS Commercial Mortgage Trust 2017-C1, “A4”, 3.544% 11/15/2050 | | | 968,000 | | | | 994,822 | |
Wells Fargo Commercial Mortgage Trust, 2015-C28, “A4”, 3.54% 5/15/2048 | | | 1,937,516 | | | | 2,001,336 | |
Wells Fargo Commercial Mortgage Trust, 2015-NXS1, “A5”, 3.148% 5/15/2048 | | | 918,829 | | | | 926,987 | |
West CLO Ltd. 2013-1A, “A1AR”, FLR, 2.551% (U.S. LIBOR-3mo. + 1.16%), 11/07/2025 (n) | | | 1,522,000 | | | | 1,526,298 | |
| | | | | | | | |
| | | | | | $ | 24,451,608 | |
| | | | | | | | |
Automotive – 0.4% | |
Ford Motor Credit Co. LLC, 2.551% 10/05/2018 | | $ | 1,014,000 | | | $ | 1,016,940 | |
Hyundai Capital America, 2% 3/19/2018 (n) | | | 1,115,000 | | | | 1,114,649 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | |
Automotive – continued | |
Hyundai Capital America, 2.4% 10/30/2018 (n) | | $ | 222,000 | | | $ | 221,784 | |
| | | | | | | | |
| | | | | | $ | 2,353,373 | |
| | | | | | | | |
Business Services – 0.2% | |
Cisco Systems, Inc., 2.6% 2/28/2023 | | $ | 1,271,000 | | | $ | 1,273,241 | |
| | | | | | | | |
Chemicals – 0.3% | |
Sherwin Williams Co., 2.75% 6/01/2022 | | $ | 1,673,000 | | | $ | 1,666,295 | |
| | | | | | | | |
Computer Software – 0.1% | |
Microsoft Corp., 3.125% 11/03/2025 | | $ | 541,000 | | | $ | 552,193 | |
| | | | | | | | |
Computer Software – Systems – 0.3% | |
Apple, Inc., 3.25% 2/23/2026 | | $ | 1,696,000 | | | $ | 1,730,435 | |
| | | | | | | | |
Consumer Products – 0.5% | |
Newell Rubbermaid, Inc., 3.15% 4/01/2021 | | $ | 1,293,000 | | | $ | 1,307,346 | |
Reckitt Benckiser Treasury Services PLC, 2.75% 6/26/2024 (n) | | | 1,311,000 | | | | 1,282,301 | |
| | | | | | | | |
| | | | | | $ | 2,589,647 | |
| | | | | | | | |
Local Authorities – 1.0% | |
Philadelphia, PA, School District Rev., “A”, AGM, 5.995% 9/01/2030 | | $ | 960,000 | | | $ | 1,112,266 | |
State of California (Build America Bonds), 7.6% 11/01/2040 | | | 1,935,000 | | | | 3,090,060 | |
University of California Rev. (Build America Bonds), 5.77% 5/15/2043 | | | 1,345,000 | | | | 1,759,206 | |
| | | | | | | | |
| | | | | | $ | 5,961,532 | |
| | | | | | | | |
Major Banks – 0.1% | |
UBS Group Funding (Switzerland) AG, 3.491% 5/23/2023 (n) | | $ | 565,000 | | | $ | 573,920 | |
| | | | | | | | |
Mortgage-Backed – 50.1% | |
Fannie Mae, 2.28%, 11/01/2026 | | $ | 266,907 | | | $ | 256,766 | |
Fannie Mae, 3.8%, 2/01/2018 | | | 589,168 | | | | 588,520 | |
Fannie Mae, 5%, 2/01/2018 - 3/01/2041 | | | 6,740,983 | | | | 7,286,730 | |
Fannie Mae, 5.5%, 2/01/2018 - 3/01/2038 | | | 8,973,333 | | | | 9,928,019 | |
Fannie Mae, 3.99%, 4/01/2018 | | | 600,000 | | | | 599,365 | |
Fannie Mae, 3.766%, 6/01/2018 | | | 233,404 | | | | 233,742 | |
Fannie Mae, 5.6%, 1/01/2019 | | | 377,701 | | | | 388,327 | |
Fannie Mae, 5.1%, 3/01/2019 | | | 174,475 | | | | 177,817 | |
Fannie Mae, 4.5%, 6/01/2019 - 6/01/2044 | | | 18,781,908 | | | | 20,106,343 | |
Fannie Mae, 4.783%, 8/01/2019 | | | 1,370,732 | | | | 1,423,366 | |
Fannie Mae, 5.05%, 8/01/2019 | | | 295,511 | | | | 307,361 | |
Fannie Mae, 4.67%, 9/01/2019 | | | 503,041 | | | | 523,231 | |
Fannie Mae, 1.99%, 10/01/2019 | | | 938,124 | | | | 936,960 | |
Fannie Mae, 4.88%, 3/01/2020 | | | 163,791 | | | | 168,119 | |
Fannie Mae, 4.14%, 8/01/2020 | | | 421,322 | | | | 439,252 | |
Fannie Mae, 6%, 2/01/2021 - 7/01/2037 | | | 1,078,368 | | | | 1,211,602 | |
Fannie Mae, 2.56%, 10/01/2021 | | | 231,573 | | | | 230,325 | |
Fannie Mae, 2.67%, 3/01/2022 | | | 446,564 | | | | 450,215 | |
Fannie Mae, 2.152%, 1/25/2023 | | | 1,600,000 | | | | 1,572,652 | |
Fannie Mae, 2.73%, 4/01/2023 | | | 503,862 | | | | 509,785 | |
6
MFS Government Securities Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | |
Mortgage-Backed – continued | | | | | | | | |
Fannie Mae, 2.41%, 5/01/2023 | | $ | 635,854 | | | $ | 633,722 | |
Fannie Mae, 2.55%, 5/01/2023 | | | 547,409 | | | | 549,205 | |
Fannie Mae, 2.59%, 5/01/2023 | | | 348,703 | | | | 350,505 | |
Fannie Mae, 4.5%, 5/01/2025 | | | 105,180 | | | | 109,994 | |
Fannie Mae, 2.597%, 12/25/2026 | | | 1,032,000 | | | | 1,010,835 | |
Fannie Mae, 6.5%, 9/01/2031 - 10/01/2037 | | | 920,423 | | | | 1,038,936 | |
Fannie Mae, 3%, 12/01/2031 - 11/01/2046 | | | 14,011,177 | | | | 14,153,980 | |
Fannie Mae, 4%, 9/01/2040 - 2/01/2045 | | | 40,570,458 | | | | 42,656,215 | |
Fannie Mae, 3.5%, 1/01/2042 - 1/01/2047 | | | 27,119,883 | | | | 27,935,517 | |
Fannie Mae, 2%, 5/25/2044 | | | 987,719 | | | | 969,221 | |
Fannie Mae, FLR, 1.902%, (U.S. LIBOR-1mo. + 0.35%) 5/25/2018 | | | 192,653 | | | | 192,318 | |
Freddie Mac, 3.154%, 2/25/2018 | | | 1,226,847 | | | | 1,225,964 | |
Freddie Mac, 5%, 9/01/2018 - 6/01/2040 | | | 1,307,472 | | | | 1,411,603 | |
Freddie Mac, 2.22%, 12/25/2018 | | | 1,500,000 | | | | 1,501,668 | |
Freddie Mac, 2.086%, 3/25/2019 | | | 1,800,000 | | | | 1,800,153 | |
Freddie Mac, 1.883%, 5/25/2019 | | | 3,750,000 | | | | 3,742,107 | |
Freddie Mac, 6%, 8/01/2019 - 10/01/2038 | | | 2,985,342 | | | | 3,353,301 | |
Freddie Mac, 2.456%, 8/25/2019 | | | 1,862,000 | | | | 1,868,924 | |
Freddie Mac, 4.186%, 8/25/2019 | | | 814,000 | | | | 837,109 | |
Freddie Mac, 1.869%, 11/25/2019 | | | 2,947,836 | | | | 2,935,482 | |
Freddie Mac, 4.251%, 1/25/2020 | | | 1,449,000 | | | | 1,500,723 | |
Freddie Mac, 2.313%, 3/25/2020 | | | 1,511,000 | | | | 1,511,767 | |
Freddie Mac, 4.224%, 3/25/2020 | | | 1,911,350 | | | | 1,979,171 | |
Freddie Mac, 3.808%, 8/25/2020 | | | 999,000 | | | | 1,034,574 | |
Freddie Mac, 3.034%, 10/25/2020 | | | 1,327,000 | | | | 1,350,297 | |
Freddie Mac, 2.455%, 3/25/2022 | | | 1,230,000 | | | | 1,227,958 | |
Freddie Mac, 5.5%, 5/01/2022 - 6/01/2041 | | | 2,181,755 | | | | 2,417,811 | |
Freddie Mac, 2.716%, 6/25/2022 | | | 1,616,064 | | | | 1,634,146 | |
Freddie Mac, 2.682%, 10/25/2022 | | | 1,500,000 | | | | 1,517,536 | |
Freddie Mac, 4.5%, 11/01/2022 - 5/01/2042 | | | 3,276,738 | | | | 3,490,636 | |
Freddie Mac, 2.51%, 11/25/2022 | | | 2,326,000 | | | | 2,336,564 | |
Freddie Mac, 3.32%, 2/25/2023 | | | 1,993,000 | | | | 2,071,926 | |
Freddie Mac, 3.25%, 4/25/2023 | | | 3,500,000 | | | | 3,628,340 | |
Freddie Mac, 3.3%, 4/25/2023 - 10/25/2026 | | | 4,406,044 | | | | 4,570,556 | |
Freddie Mac, 3.06%, 7/25/2023 | | | 1,286,000 | | | | 1,320,448 | |
Freddie Mac, 2.454%, 8/25/2023 | | | 1,469,000 | | | | 1,462,677 | |
Freddie Mac, 0.882%, 4/25/2024 (i) | | | 16,720,373 | | | | 763,437 | |
Freddie Mac, 0.618%, 7/25/2024 (i) | | | 17,894,592 | | | | 602,910 | |
Freddie Mac, 3.064%, 8/25/2024 | | | 1,703,107 | | | | 1,744,219 | |
Freddie Mac, 2.67%, 12/25/2024 | | | 3,924,000 | | | | 3,927,676 | |
Freddie Mac, 2.811%, 1/25/2025 | | | 3,025,000 | | | | 3,050,297 | |
Freddie Mac, 3.329%, 5/25/2025 | | | 3,082,000 | | | | 3,205,710 | |
Freddie Mac, 4%, 7/01/2025 - 4/01/2044 | | | 2,827,432 | | | | 2,961,224 | |
Freddie Mac, 3.01%, 7/25/2025 | | | 904,000 | | | | 920,239 | |
Freddie Mac, 2.745%, 1/25/2026 | | | 2,656,000 | | | | 2,650,461 | |
Freddie Mac, 3.224%, 3/25/2027 | | | 2,380,000 | | | | 2,451,357 | |
Freddie Mac, 3.243%, 4/25/2027 | | | 2,062,000 | | | | 2,123,874 | |
Freddie Mac, 3.117%, 6/25/2027 | | | 1,490,000 | | | | 1,519,566 | |
Freddie Mac, 0.579%, 7/25/2027 (i) | | | 30,077,555 | | | | 1,430,368 | |
Freddie Mac, 3.194%, 7/25/2027 | | | 2,152,000 | | | | 2,208,276 | |
Freddie Mac, 0.437%, 8/25/2027 (i) | | | 25,241,628 | | | | 913,744 | |
Freddie Mac, 3.187%, 9/25/2027 | | | 1,557,000 | | | | 1,595,532 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | |
Mortgage-Backed – continued | | | | | | | | |
Freddie Mac, 6.5%, 8/01/2032 - 5/01/2037 | | $ | 577,070 | | | $ | 653,318 | |
Freddie Mac, 3.5%, 12/01/2041 - 1/01/2047 | | | 31,992,871 | | | | 32,977,900 | |
Freddie Mac, 3%, 4/01/2043 - 11/01/2046 | | | 17,349,145 | | | | 17,439,816 | |
Freddie Mac, 3.286%, 11/25/2050 | | | 2,115,000 | | | | 2,186,396 | |
Ginnie Mae, 5.5%, 7/15/2033 - 1/20/2042 | | | 1,992,708 | | | | 2,203,925 | |
Ginnie Mae, 4.5%, 8/15/2039 - 9/20/2041 | | | 4,656,923 | | | | 4,962,156 | |
Ginnie Mae, 4%, 10/15/2039 - 4/20/2041 | | | 935,540 | | | | 982,181 | |
Ginnie Mae, 3.5%, 12/15/2041 - 6/20/2043 | | | 6,383,628 | | | | 6,636,680 | |
Ginnie Mae, 6.158%, 4/20/2058 | | | 36,139 | | | | 39,122 | |
Ginnie Mae, 0.658%, 2/16/2059 (i) | | | 2,353,467 | | | | 153,728 | |
| | | | | | | | |
| | | | | | $ | 288,974,498 | |
| | | | | | | | |
Municipals – 0.9% | | | | | | | | |
Commonwealth of Virginia, Transportation Capital Projects Rev., “A”, 5% 5/15/2027 | | $ | 160,000 | | | $ | 198,802 | |
Commonwealth of Virginia, Transportation Capital Projects Rev., “A”, 5% 5/15/2028 | | | 175,000 | | | | 218,066 | |
New Jersey Economic Development Authority State Pension Funding Rev., “B”, AGM, 0% 2/15/2023 | | | 4,114,000 | | | | 3,441,772 | |
State of California, 5% 8/01/2028 | | | 925,000 | | | | 1,152,985 | |
| | | | | | | | |
| | | | | | $ | 5,011,625 | |
| | | | | | | | |
Network & Telecom – 0.2% | | | | | | | | |
AT&T, Inc., 3.4% 8/14/2024 | | $ | 1,198,000 | | | $ | 1,203,887 | |
| | | | | | | | |
Other Banks & Diversified Financials – 0.5% | | | | | |
Banque Federative du Credit Mutuel S.A., 2.5% 4/13/2021 (n) | | $ | 1,492,000 | | | $ | 1,487,336 | |
ING Groep N.V., 3.15% 3/29/2022 | | | 1,606,000 | | | | 1,625,009 | |
| | | | | | | | |
| | | | | | $ | 3,112,345 | |
| | | | | | | | |
Restaurants – 0.1% | | | | | | | | |
McDonald’s Corp., 2.75% 12/09/2020 | | $ | 604,000 | | | $ | 610,221 | |
| | | | | | | | |
Supranational – 0.2% | | | | | | | | |
Inter-American Development Bank, 4.375% 1/24/2044 | | $ | 1,093,000 | | | $ | 1,332,962 | |
| | | | | | | | |
Tobacco – 0.2% | | | | | | | | |
BAT Capital Corp., 2.764% 8/15/2022 (n) | | $ | 1,283,000 | | | $ | 1,275,845 | |
| | | | | | | | |
U.S. Government Agencies and Equivalents – 3.5% | |
AID-Tunisia, 2.452% 7/24/2021 | | $ | 1,444,000 | | | $ | 1,447,533 | |
AID-Ukraine, 1.844% 5/16/2019 | | | 2,527,000 | | | | 2,524,592 | |
AID-Ukraine, 1.847% 5/29/2020 | | | 1,135,000 | | | | 1,130,092 | |
Hashemite Kingdom of Jordan, 1.945% 6/23/2019 | | | 2,205,000 | | | | 2,203,306 | |
Private Export Funding Corp., 2.25% 3/15/2020 | | | 594,000 | | | | 595,152 | |
Private Export Funding Corp., 2.3% 9/15/2020 | | | 770,000 | | | | 772,307 | |
Private Export Funding Corp., 1.875% 7/15/2018 | | | 2,300,000 | | | | 2,302,123 | |
Small Business Administration, 6.35% 4/01/2021 | | | 58,716 | | | | 61,119 | |
7
MFS Government Securities Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
U.S. Government Agencies and Equivalents – continued | |
Small Business Administration, 6.34% 5/01/2021 | | $ | 70,546 | | | $ | 73,383 | |
Small Business Administration, 6.44% 6/01/2021 | | | 132,556 | | | | 138,480 | |
Small Business Administration, 6.625% 7/01/2021 | | | 150,953 | | | | 157,150 | |
Small Business Administration, 6.07% 3/01/2022 | | | 120,163 | | | | 125,520 | |
Small Business Administration, 4.98% 11/01/2023 | | | 155,931 | | | | 164,106 | |
Small Business Administration, 4.77% 4/01/2024 | | | 350,121 | | | | 364,041 | |
Small Business Administration, 5.52% 6/01/2024 | | | 153,299 | | | | 161,350 | |
Small Business Administration, 4.99% 9/01/2024 | | | 28,063 | | | | 29,367 | |
Small Business Administration, 5.11% 4/01/2025 | | | 237,562 | | | | 249,244 | |
Small Business Administration, 2.21% 2/01/2033 | | | 941,437 | | | | 922,264 | |
Small Business Administration, 2.22% 3/01/2033 | | | 1,652,086 | | | | 1,619,261 | |
Small Business Administration, 3.15% 7/01/2033 | | | 1,586,534 | | | | 1,626,549 | |
Small Business Administration, 3.16% 8/01/2033 | | | 867,830 | | | | 890,539 | |
Small Business Administration, 3.62% 9/01/2033 | | | 554,236 | | | | 576,441 | |
Tennessee Valley Authority, 1.75% 10/15/2018 | | | 1,889,000 | | | | 1,889,151 | |
| | | | | | | | |
| | | | | | $ | 20,023,070 | |
| | | | | | | | |
U.S. Treasury Obligations – 26.8% | | | | | |
U.S. Treasury Bonds, 7.875% 2/15/2021 | | $ | 177,000 | | | $ | 208,486 | |
U.S. Treasury Bonds, 6.25% 8/15/2023 | | | 2,891,000 | | | | 3,501,120 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | |
U.S. Treasury Obligations – continued | |
U.S. Treasury Bonds, 6% 2/15/2026 | | $ | 2,699,000 | | | $ | 3,421,190 | |
U.S. Treasury Bonds, 6.75% 8/15/2026 | | | 1,862,000 | | | | 2,497,209 | |
U.S. Treasury Bonds, 6.375% 8/15/2027 | | | 326,000 | | | | 437,380 | |
U.S. Treasury Bonds, 4.5% 8/15/2039 | | | 3,387,500 | | | | 4,421,197 | |
U.S. Treasury Bonds, 3.125% 2/15/2043 | | | 8,176,700 | | | | 8,775,363 | |
U.S. Treasury Bonds, 2.875% 5/15/2043 | | | 13,519,500 | | | | 13,886,526 | |
U.S. Treasury Bonds, 2.5% 2/15/2045 | | | 21,059,000 | | | | 20,053,449 | |
U.S. Treasury Notes, 1.75% 11/30/2021 | | | 11,000,000 | | | | 10,845,931 | |
U.S. Treasury Notes, 2.75% 2/15/2019 | | | 4,402,400 | | | | 4,446,059 | |
U.S. Treasury Notes, 3.125% 5/15/2019 | | | 4,427,000 | | | | 4,502,459 | |
U.S. Treasury Notes, 2.625% 8/15/2020 | | | 8,002,000 | | | | 8,140,883 | |
U.S. Treasury Notes, 2% 11/30/2020 | | | 4,541,000 | | | | 4,544,889 | |
U.S. Treasury Notes, 3.125% 5/15/2021 | | | 1,901,000 | | | | 1,966,803 | |
U.S. Treasury Notes, 1.75% 5/15/2022 | | | 18,594,000 | | | | 18,293,118 | |
U.S. Treasury Notes, 2.5% 8/15/2023 (f) | | | 28,069,000 | | | | 28,444,196 | |
U.S. Treasury Notes, 2.5% 5/15/2024 | | | 14,369,000 | | | | 14,527,957 | |
U.S. Treasury Notes, 2% 8/15/2025 | | | 438,000 | | | | 426,886 | |
U.S. Treasury Notes, 2% 11/15/2026 | | | 1,007,000 | | | | 974,259 | |
| | | | | | | | |
| | | | | | $ | 154,315,360 | |
| | | | | | | | |
Utilities – Electric Power – 0.3% | | | | | | | | |
Enel Finance International N.V., 2.875% 5/25/2022 (n) | | $ | 1,518,000 | | | $ | 1,513,684 | |
| | | | | | | | |
Total Bonds (Identified Cost, $531,158,059) | | | | | | $ | 537,112,878 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 6.4% | | | | | |
MONEY MARKET FUNDS – 6.4% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $36,874,291) | | | 36,877,651 | | | $ | 36,873,964 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.4% | | | | | | | 2,508,781 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 576,495,623 | |
| | | | | | | | |
(f) | | All or a portion of the security has been segregated as collateral for open futures contracts. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $36,873,964 and $537,112,878, respectively. |
(i) | | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $21,424,097, representing 3.7% of net assets. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
CDO | | Collateralized Debt Obligation |
CLO | | Collateralized Loan Obligation |
FLR | | Floating rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. |
PLC | | Public Limited Company |
| | | | | | |
Insurers | | |
AGM | | Assured Guaranty Municipal | | | | |
8
MFS Government Securities Portfolio
Portfolio of Investments – continued
Derivative Contracts at 12/31/17
Futures Contracts
| | | | | | | | | | | | | | | | | | | | | | |
Description | | Long/ Short | | | Currency | | | Contracts | | Notional Amount | | | Expiration Date | | | Value/ Unrealized Appreciation (Depreciation) | |
Liability Derivatives | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury Note 2 yr | | | Long | | | | USD | | | 88 | | | $18,841,625 | | | | March - 2018 | | | | $(44,004 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2017, the fund had liquid securities with an aggregate value of $40,535 to cover any collateral or margin obligations 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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $531,158,059) | | | $537,112,878 | |
Investments in affiliated issuers, at value (identified cost, $36,874,291) | | | 36,873,964 | |
Receivables for | | | | |
Daily variation margin on open futures contracts | | | 5,487 | |
Fund shares sold | | | 52,456 | |
Interest | | | 3,043,781 | |
Other assets | | | 3,727 | |
Total assets | | | $577,092,293 | |
Liabilities | | | | |
Payable for fund shares reacquired | | | $464,470 | |
Payable to affiliates | | | | |
Investment adviser | | | 35,162 | |
Shareholder servicing costs | | | 95 | |
Distribution and/or service fees | | | 5,808 | |
Payable for independent Trustees’ compensation | | | 46 | |
Accrued expenses and other liabilities | | | 91,089 | |
Total liabilities | | | $596,670 | |
Net assets | | | $576,495,623 | |
Net assets consist of | | | | |
Paid-in capital | | | $580,418,453 | |
Unrealized appreciation (depreciation) | | | 5,910,488 | |
Accumulated net realized gain (loss) | | | (26,372,429 | ) |
Undistributed net investment income | | | 16,539,111 | |
Net assets | | | $576,495,623 | |
Shares of beneficial interest outstanding | | | 46,654,964 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $364,445,302 | | | | 29,425,548 | | | | $12.39 | |
Service Class | | | 212,050,321 | | | | 17,229,416 | | | | 12.31 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | |
Net investment income (loss) | |
Income | |
Interest | | | $18,159,073 | |
Dividends from affiliated issuers | | | 103,990 | |
Total investment income | | | $18,263,063 | |
Expenses | |
Management fee | | | $3,295,329 | |
Distribution and/or service fees | | | 557,558 | |
Shareholder servicing costs | | | 11,638 | |
Administrative services fee | | | 104,309 | |
Independent Trustees’ compensation | | | 15,233 | |
Custodian fee | | | 34,189 | |
Shareholder communications | | | 57,001 | |
Audit and tax fees | | | 60,342 | |
Legal fees | | | 8,559 | |
Miscellaneous | | | 36,974 | |
Total expenses | | | $4,181,132 | |
Reduction of expenses by investment adviser | | | (47,865 | ) |
Net expenses | | | $4,133,267 | |
Net investment income (loss) | | | $14,129,796 | |
Realized and unrealized gain (loss) | |
Realized gain (loss) (identified cost basis) | |
Unaffiliated issuers | | | $(432,786 | ) |
Affiliated issuers | | | (1,131 | ) |
Futures contracts | | | (239,083 | ) |
Net realized gain (loss) | | | $(673,000 | ) |
Change in unrealized appreciation (depreciation) | |
Unaffiliated issuers | | | $(555,461 | ) |
Affiliated issuers | | | (449 | ) |
Futures contracts | | | (44,004 | ) |
Net unrealized gain (loss) | | | $(599,914 | ) |
Net realized and unrealized gain (loss) | | | $(1,272,914 | ) |
Change in net assets from operations | | | $12,856,882 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | |
From operations | |
Net investment income (loss) | | | $14,129,796 | | | | $15,252,526 | |
Net realized gain (loss) | | | (673,000 | ) | | | 1,961,764 | |
Net unrealized gain (loss) | | | (599,914 | ) | | | (10,073,472 | ) |
Change in net assets from operations | | | $12,856,882 | | | | $7,140,818 | |
Distributions declared to shareholders | |
From net investment income | | | $(17,852,246 | ) | | | $(16,945,290 | ) |
Change in net assets from fund share transactions | | | $(43,797,662 | ) | | | $(45,889,972 | ) |
Total change in net assets | | | $(48,793,026 | ) | | | $(55,694,444 | ) |
Net assets | |
At beginning of period | | | 625,288,649 | | | | 680,983,093 | |
At end of period (including undistributed net investment income of $16,539,111 and $17,851,496, respectively) | | | $576,495,623 | | | | $625,288,649 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.51 | | | | $12.72 | | | | $13.02 | | | | $12.73 | | | | $13.49 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.31 | | | | $0.31 | (c) | | | $0.27 | | | | $0.26 | | | | $0.25 | |
Net realized and unrealized gain (loss) | | | (0.03 | ) | | | (0.17 | ) | | | (0.21 | ) | | | 0.35 | | | | (0.60 | ) |
Total from investment operations | | | $0.28 | | | | $0.14 | | | | $0.06 | | | | $0.61 | | | | $(0.35 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.40 | ) | | | $(0.35 | ) | | | $(0.36 | ) | | | $(0.32 | ) | | | $(0.30 | ) |
From net realized gain | | | — | | | | — | | | | — | | | | — | | | | (0.11 | ) |
Total distributions declared to shareholders | | | $(0.40 | ) | | | $(0.35 | ) | | | $(0.36 | ) | | | $(0.32 | ) | | | $(0.41 | ) |
Net asset value, end of period (x) | | | $12.39 | | | | $12.51 | | | | $12.72 | | | | $13.02 | | | | $12.73 | |
Total return (%) (k)(r)(s)(x) | | | 2.22 | | | | 1.04 | (c) | | | 0.47 | | | | 4.86 | | | | (2.59 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.60 | | | | 0.57 | (c) | | | 0.60 | | | | 0.60 | | | | 0.60 | |
Expenses after expense reductions (f) | | | 0.60 | | | | 0.56 | (c) | | | 0.59 | | | | 0.59 | | | | 0.59 | |
Net investment income (loss) | | | 2.45 | | | | 2.40 | (c) | | | 2.09 | | | | 2.04 | | | | 1.89 | |
Portfolio turnover | | | 24 | | | | 48 | | | | 81 | | | | 61 | | | | 130 | |
Net assets at end of period (000 omitted) | | | $364,445 | | | | $388,457 | | | | $424,025 | | | | $484,573 | | | | $510,317 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.42 | | | | $12.64 | | | | $12.93 | | | | $12.63 | | | | $13.39 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.27 | | | | $0.28 | (c) | | | $0.24 | | | | $0.23 | | | | $0.21 | |
Net realized and unrealized gain (loss) | | | (0.02 | ) | | | (0.18 | ) | | | (0.21 | ) | | | 0.36 | | | | (0.60 | ) |
Total from investment operations | | | $0.25 | | | | $0.10 | | | | $0.03 | | | | $0.59 | | | | $(0.39 | ) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.36 | ) | | | $(0.32 | ) | | | $(0.32 | ) | | | $(0.29 | ) | | | $(0.26 | ) |
From net realized gain | | | — | | | | — | | | | — | | | | — | | | | (0.11 | ) |
Total distributions declared to shareholders | | | $(0.36 | ) | | | $(0.32 | ) | | | $(0.32 | ) | | | $(0.29 | ) | | | $(0.37 | ) |
Net asset value, end of period (x) | | | $12.31 | | | | $12.42 | | | | $12.64 | | | | $12.93 | | | | $12.63 | |
Total return (%) (k)(r)(s)(x) | | | 2.03 | | | | 0.68 | (c) | | | 0.26 | | | | 4.67 | | | | (2.90 | ) |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.85 | | | | 0.82 | (c) | | | 0.85 | | | | 0.85 | | | | 0.85 | |
Expenses after expense reductions (f) | | | 0.85 | | | | 0.81 | (c) | | | 0.84 | | | | 0.84 | | | | 0.84 | |
Net investment income (loss) | | | 2.20 | | | | 2.15 | (c) | | | 1.84 | | | | 1.79 | | | | 1.63 | |
Portfolio turnover | | | 24 | | | | 48 | | | | 81 | | | | 61 | | | | 130 | |
Net assets at end of period (000 omitted) | | | $212,050 | | | | $236,831 | | | | $256,958 | | | | $299,520 | | | | $348,419 | |
See Notes to Financial Statements
13
MFS Government Securities Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
14
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 October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies –Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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
15
MFS Government Securities Portfolio
Notes to Financial Statements – continued
principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | $— | | | | $192,925,567 | | | | $— | | | | $192,925,567 | |
Non-U.S. Sovereign Debt | | | — | | | | 1,332,962 | | | | — | | | | 1,332,962 | |
Municipal Bonds | | | — | | | | 10,973,157 | | | | — | | | | 10,973,157 | |
U.S. Corporate Bonds | | | — | | | | 9,360,558 | | | | — | | | | 9,360,558 | |
Residential Mortgage-Backed Securities | | | — | | | | 288,974,498 | | | | — | | | | 288,974,498 | |
Commercial Mortgage-Backed Securities | | | — | | | | 9,534,450 | | | | — | | | | 9,534,450 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 14,917,158 | | | | — | | | | 14,917,158 | |
Foreign Bonds | | | — | | | | 9,094,528 | | | | — | | | | 9,094,528 | |
Mutual Funds | | | 36,873,964 | | | | — | | | | — | | | | 36,873,964 | |
Total | | | $36,873,964 | | | | $537,112,878 | | | | $— | | | | $573,986,842 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts – Liabilities | | | $(44,004 | ) | | | $— | | | | $— | | | | $(44,004 | ) |
For further information regarding security characteristics, see the Portfolio of Investments.
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 during the period were futures contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Liability Derivatives | |
Interest Rate | | Interest Rate Futures | | | $(44,004 | ) |
(a) | Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities. |
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Futures Contracts | |
Interest Rate | | | $(239,083 | ) |
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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Futures Contracts | |
Interest Rate | | | $(44,004 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. 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 fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
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. 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. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.
The fund 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. 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
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 wash sale loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $17,852,246 | | | | $16,945,290 | |
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 12/31/17 | | | | |
Cost of investments | | | $578,964,759 | |
Gross appreciation | | | 6,426,209 | |
Gross depreciation | | | (11,448,130 | ) |
Net unrealized appreciation (depreciation) | | | $(5,021,921 | ) |
Undistributed ordinary income | | | 16,539,111 | |
Capital loss carryforwards | | | (15,440,020 | ) |
As of December 31, 2017, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
| | | | |
Short-Term | | | $(6,064,787 | ) |
Long-Term | | | (9,375,233 | ) |
Total | | | $(15,440,020 | ) |
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 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $11,609,362 | | | | $11,002,252 | |
Service Class | | | 6,242,884 | | | | 5,943,038 | |
Total | | | $17,852,246 | | | | $16,945,290 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.55% | |
In excess of $1 billion | | | 0.50% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $47,865 which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017 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.
19
MFS Government Securities 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, 2017, the fee was $10,248, which equated to 0.0017% 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, 2017, these costs amounted to $1,390.
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, 2017 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, 2017, the fee paid by the fund under this agreement was $1,070 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. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $94,782,436 | | | | $182,664,604 | |
Non-U.S. Government securities | | | $45,804,464 | | | | $34,899,035 | |
(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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 808,666 | | | | $10,123,347 | | | | 1,030,178 | | | | $13,285,704 | |
Service Class | | | 1,401,695 | | | | 17,378,499 | | | | 2,283,107 | | | | 29,114,757 | |
| | | 2,210,361 | | | | $27,501,846 | | | | 3,313,285 | | | | $42,400,461 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 933,228 | | | | $11,609,362 | | | | 852,227 | | | | $11,002,252 | |
Service Class | | | 504,679 | | | | 6,242,884 | | | | 462,853 | | | | 5,943,038 | |
| | | 1,437,907 | | | | $17,852,246 | | | | 1,315,080 | | | | $16,945,290 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (3,378,602 | ) | | | $(42,475,081 | ) | | | (4,143,718 | ) | | | $(53,625,840 | ) |
Service Class | | | (3,738,170 | ) | | | (46,676,673 | ) | | | (4,014,759 | ) | | | (51,609,883 | ) |
| | | (7,116,772 | ) | | | $(89,151,754 | ) | | | (8,158,477 | ) | | | $(105,235,723 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (1,636,708 | ) | | | $(20,742,372 | ) | | | (2,261,313 | ) | | | $(29,337,884 | ) |
Service Class | | | (1,831,796 | ) | | | (23,055,290 | ) | | | (1,268,799 | ) | | | (16,552,088 | ) |
| | | (3,468,504 | ) | | | $(43,797,662 | ) | | | (3,530,112 | ) | | | $(45,889,972 | ) |
The fund is one of several mutual funds in which certain MFS funds may invest. The MFS funds do not invest in the underlying funds for the purpose of exercising management or control. At the end of the period, the MFS Moderate Allocation Portfolio and the MFS Conservative Allocation Portfolio were the owners of record of approximately 29% and 10%, respectively, of the value of outstanding voting shares of the fund.
20
MFS Government Securities 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, 2017, the fund’s commitment fee and interest expense were $4,064 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be an affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 6,685,381 | | | | 156,931,779 | | | | (126,739,509 | ) | | | 36,877,651 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(1,131) | | | $(449 | ) | | | $— | | | | $103,990 | | | | $36,873,964 | |
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Government Securities Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
22
MFS Government Securities Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
23
MFS Government Securities Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
24
MFS Government Securities Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Geoffrey Schechter | | |
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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, 2016 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 Government Securities 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
28
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
30
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | 7.3% | |
Energy-Independent | | | 6.9% | |
Medical & Health Technology & Services | | | 5.9% | |
Metals & Mining | | | 5.7% | |
Building | | | 4.6% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
BBB | | | 1.0% | |
BB | | | 45.1% | |
B | | | 41.9% | |
CCC | | | 8.5% | |
CC | | | 0.2% | |
C | | | 0.1% | |
D (o) | | | 0.0% | |
Not Rated | | | (1.4)% | |
Non-Fixed Income | | | 0.2% | |
Cash & Cash Equivalents | | | 2.4% | |
Other | | | 2.0% | |
| |
Portfolio facts (i) | | | | |
Average Duration (d) | | | 3.7 | |
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. 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 or may not have held all of these instruments on this date. The fund is not rated by these agencies. |
(d) | | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
(m) | | In determining 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, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS High Yield Portfolio (“fund”) provided a total return of 6.69%, while Service Class shares of the fund provided a total return of 6.31%. These compare with a return of 7.50% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Detractors from Performance
Relative to the Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index, the fund’s asset allocation decisions, most notably its cash and/or cash equivalents position (which is not represented in the benchmark), held back performance. The fund’s overweight exposure to “D” rated (r) securities, and underweight exposure to “CCC” rated securities, also weighed on relative returns. The fund’s positioning along the yield curve (y), and security selection within the capital goods, consumer cyclical, and electric sectors, were additional negative factors for relative performance. Top individual detractors for the reporting period included the fund’s overweight positions in prepared-feed and feed-ingredients manufacturer JBS USA (consumer non-cyclical), retail pet products store operator PetSmart (consumer cyclical) and natural gas liquefaction facilities operator Sabine Pass Liquefaction (h) (energy), and the fund’s underweight position in hospital operator Community Health Systems (consumer non-cyclical).
Contributors to Performance
The fund’s underweight exposure to the energy sector supported relative returns, as the sector underperformed the benchmark during the reporting period. Security selection within both the communications and basic industry sectors also buoyed relative returns. Top individual relative contributors included mobile telecommunications services provider Digicel Group (communications), coated paper products manufacturer Appvion (basic industry), oilfield services and equipment provider Bristow Group (energy), graphite electrodes manufacturer GrafTech International (basic industry) and hospital operator Quorum Health (consumer non-cyclical).
Respectfully,
Portfolio Manager(s)
William Adams and David Cole
3
MFS High Yield Portfolio
Management Review – continued
(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. |
(y) | A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS High Yield Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/12/85 | | 6.69% | | 4.94% | | 6.41% | | |
| | Service Class | | 8/24/01 | | 6.31% | | 4.67% | | 6.15% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index (f) | | 7.50% | | 5.78% | | 8.09% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
Bloomberg Barclays U.S. High-Yield Corporate Bond 2% Issuer Capped Index – a component of the Bloomberg Barclays U.S. High-Yield Corporate Bond Index, which measures performance of non-investment grade, fixed rate debt. The index limits the maximum exposure to any one issuer to 2%.
It is not possible to invest directly in an index.
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 High Yield Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.72% | | | | $1,000.00 | | | | $1,020.94 | | | | $3.67 | |
| Hypothetical (h) | | | 0.72% | | | | $1,000.00 | | | | $1,021.58 | | | | $3.67 | |
Service Class | | Actual | | | 0.97% | | | | $1,000.00 | | | | $1,018.58 | | | | $4.94 | |
| Hypothetical (h) | | | 0.97% | | | | $1,000.00 | | | | $1,020.32 | | | | $4.94 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS High Yield Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – 94.3% | | | | | | | | |
Aerospace – 1.6% | | | | | |
Dae Funding LLC, 5%, 8/01/2024 (n) | | $ | 2,215,000 | | | $ | 2,187,281 | |
KLX, Inc., 5.875%, 12/01/2022 (n) | | | 2,140,000 | | | | 2,241,008 | |
TransDigm, Inc., 6.375%, 6/15/2026 | | | 1,160,000 | | | | 1,175,950 | |
TransDigm, Inc., 6%, 7/15/2022 | | | 390,000 | | | | 398,775 | |
TransDigm, Inc., 6.5%, 7/15/2024 | | | 1,155,000 | | | | 1,183,875 | |
| | | | | | | | |
| | | | | | $ | 7,186,889 | |
| | | | | | | | |
Asset-Backed & Securitized – 0.1% | | | | | |
Crest Ltd., CDO, 7% (0.001% cash or 7% PIK) 1/28/2040 (a)(p) | | $ | 1,683,221 | | | $ | 269,315 | |
CWCapital Cobalt Ltd., CDO, “F”, FLR, 2.67%, (0% cash or 2.67% PIK), (LIBOR – 3mo. + 1.3%), 4/26/2050 (a)(p)(z) | | | 1,151,691 | | | | 686 | |
| | | | | | | | |
| | | | | | $ | 270,001 | |
| | | | | | | | |
Automotive – 1.5% | | | | | |
Allison Transmission, Inc., 5%, 10/01/2024 (n) | | $ | 3,009,000 | | | $ | 3,103,031 | |
IHO Verwaltungs GmbH, 4.75% (4.75% cash or 5.5% PIK) 9/15/2026 (n)(p) | | | 2,145,000 | | | | 2,177,175 | |
ZF North America Capital, Inc., 4.5%, 4/29/2022 (n) | | | 871,000 | | | | 914,550 | |
ZF North America Capital, Inc., 4.75%, 4/29/2025 (n) | | | 569,000 | | | | 602,429 | |
| | | | | | | | |
| | | | | | $ | 6,797,185 | |
| | | | | | | | |
Broadcasting – 2.9% | | | | | |
E. W. Scripps Co., 5.125%, 5/15/2025 (n) | | $ | 1,025,000 | | | $ | 1,019,875 | |
Liberty Media Corp. - Liberty Formula One, 8.5%, 7/15/2029 | | | 1,535,000 | | | | 1,692,338 | |
Liberty Media Corp. - Liberty Formula One, 8.25%, 2/01/2030 | | | 315,000 | | | | 341,775 | |
Match Group, Inc., 6.375%, 6/01/2024 | | | 1,825,000 | | | | 1,977,844 | |
Netflix, Inc., 4.875%, 4/15/2028 (z) | | | 450,000 | | | | 441,000 | |
Netflix, Inc., 5.875%, 2/15/2025 | | | 3,000,000 | | | | 3,187,500 | |
Netflix, Inc., 4.375%, 11/15/2026 | | | 775,000 | | | | 757,563 | |
Sinclair Television Group Co., 5.125%, 2/15/2027 (n) | | | 1,240,000 | | | | 1,229,150 | |
WMG Acquisition Corp., 4.875%, 11/01/2024 (n) | | | 1,720,000 | | | | 1,771,600 | |
WMG Acquisition Corp., 5%, 8/01/2023 (n) | | | 525,000 | | | | 543,375 | |
| | | | | | | | |
| | | | | | $ | 12,962,020 | |
| | | | | | | | |
Building – 4.2% | | | | | |
ABC Supply Co., Inc., 5.75%, 12/15/2023 (n) | | $ | 1,900,000 | | | $ | 1,999,750 | |
Beacon Escrow Corp., 4.875%, 11/01/2025 (n) | | | 1,210,000 | | | | 1,214,538 | |
Beacon Roofing Supply, Inc., 6.375%, 10/01/2023 | | | 1,735,000 | | | | 1,845,606 | |
Gibraltar Industries, Inc., 6.25%, 2/01/2021 | | | 1,515,000 | | | | 1,541,513 | |
HD Supply, Inc., 5.75%, 4/15/2024 (n) | | | 1,715,000 | | | | 1,822,188 | |
James Hardie International Finance Ltd., 4.75%, 1/15/2025 (n) | | | 310,000 | | | | 312,325 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Building – continued | | | | | |
James Hardie International Finance Ltd., 5%, 1/15/2028 (n) | | $ | 1,420,000 | | | $ | 1,430,650 | |
New Enterprise Stone & Lime Co., Inc., 10.125%, 4/01/2022 (n) | | | 1,895,000 | | | | 2,046,600 | |
PriSo Acquisition Corp., 9%, 5/15/2023 (n) | | | 1,375,000 | | | | 1,454,063 | |
Standard Industries, Inc., 6%, 10/15/2025 (n) | | | 1,265,000 | | | | 1,350,388 | |
Standard Industries, Inc., 5.375%, 11/15/2024 (n) | | | 1,730,000 | | | | 1,808,369 | |
Summit Materials LLC/Summit Materials Finance Co., 6.125%, 7/15/2023 | | | 1,840,000 | | | | 1,913,600 | |
| | | | | | | | |
| | | | | | $ | 18,739,590 | |
| | | | | | | | |
Business Services – 3.6% | | | | | |
Alliance Data Systems Corp., 5.375%, 8/01/2022 (n) | | $ | 765,000 | | | $ | 770,738 | |
Alliance Data Systems Corp., 5.875%, 11/01/2021 (n) | | | 1,540,000 | | | | 1,578,500 | |
Ascend Learning LLC, 6.875%, 8/01/2025 (n) | | | 1,270,000 | | | | 1,311,275 | |
CDK Global, Inc., 4.875%, 6/01/2027 (n) | | | 2,585,000 | | | | 2,617,313 | |
Equinix, Inc., 5.75%, 1/01/2025 | | | 335,000 | | | | 355,519 | |
Equinix, Inc., 5.375%, 1/01/2022 | | | 320,000 | | | | 332,800 | |
Equinix, Inc., 5.375%, 4/01/2023 | | | 1,145,000 | | | | 1,183,930 | |
Equinix, Inc., 5.875%, 1/15/2026 | | | 1,045,000 | | | | 1,122,069 | |
First Data Corp., 5%, 1/15/2024 (n) | | | 3,335,000 | | | | 3,430,881 | |
MSCI, Inc., 4.75%, 8/01/2026 (n) | | | 1,420,000 | | | | 1,491,000 | |
Vantiv LLC/Vantiv Issuer Corp., 4.375%, 11/15/2025 (n) | | | 1,695,000 | | | | 1,716,493 | |
| | | | | | | | |
| | | | | | $ | 15,910,518 | |
| | | | | | | | |
Cable TV – 7.2% | | | | | |
Altice Financing S.A., 6.625%, 2/15/2023 (n) | | $ | 2,590,000 | | | $ | 2,711,989 | |
Altice U.S. Finance I Corp., 5.5%, 5/15/2026 (n) | | | 1,660,000 | | | | 1,691,125 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.125%, 5/01/2023 (n) | | | 3,390,000 | | | | 3,457,800 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.375%, 5/01/2025 (n) | | | 565,000 | | | | 582,131 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 2/15/2026 (n) | | | 1,515,000 | | | | 1,573,706 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75%, 1/15/2024 | | | 1,395,000 | | | | 1,436,850 | |
CCO Holdings LLC/CCO Holdings Capital Corp., 5.25%, 9/30/2022 | | | 250,000 | | | | 256,250 | |
CSC Holdings LLC, 5.5%, 4/15/2027 (n) | | | 2,785,000 | | | | 2,840,700 | |
DISH DBS Corp., 5.875%, 11/15/2024 | | | 750,000 | | | | 729,375 | |
DISH DBS Corp., 5%, 3/15/2023 | | | 1,090,000 | | | | 1,035,500 | |
Intelsat Jackson Holdings S.A., 8%, 2/15/2024 (n) | | | 440,000 | | | | 463,100 | |
Intelsat Jackson Holdings S.A., 5.5%, 8/01/2023 | | | 905,000 | | | | 739,838 | |
Lynx II Corp., 6.375%, 4/15/2023 (n) | | | 985,000 | | | | 1,015,781 | |
7
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Cable TV – continued | | | | | |
Sirius XM Radio, Inc., 4.625%, 5/15/2023 (n) | | $ | 770,000 | | | $ | 786,363 | |
Sirius XM Radio, Inc., 6%, 7/15/2024 (n) | | | 1,605,000 | | | | 1,697,288 | |
Sirius XM Radio, Inc., 5.375%, 4/15/2025 (n) | | | 950,000 | | | | 989,188 | |
Telenet Finance Lux S.A., 5.5%, 3/01/2028 (n) | | | 1,400,000 | | | | 1,396,500 | |
Unitymedia KabelBW GmbH, 6.125%, 1/15/2025 (n) | | | 1,865,000 | | | | 1,967,575 | |
Videotron Ltd., 5.125%, 4/15/2027 (n) | | | 2,710,000 | | | | 2,831,950 | |
Videotron Ltd., 5.375%, 6/15/2024 (n) | | | 455,000 | | | | 490,263 | |
Virgin Media Finance PLC, 5.75%, 1/15/2025 (n) | | | 200,000 | | | | 204,000 | |
Virgin Media Secured Finance PLC, 5.25%, 1/15/2026 (n) | | | 955,000 | | | | 964,550 | |
Ziggo Bond Finance B.V., 5.875%, 1/15/2025 (n) | | | 2,080,000 | | | | 2,048,800 | |
| | | | | | | | |
| | | | | | $ | 31,910,622 | |
| | | | | | | | |
Chemicals – 1.8% | | | | | |
Axalta Coating Systems Co., 4.875%, 8/15/2024 (n) | | $ | 1,875,000 | | | $ | 1,968,750 | |
Consolidated Energy Finance S.A., 6.875%, 6/15/2025 (n) | | | 1,385,000 | | | | 1,468,100 | |
GCP Applied Technologies Co., 9.5%, 2/01/2023 (n) | | | 2,070,000 | | | | 2,297,700 | |
SPCM S.A., 4.875%, 9/15/2025 (n) | | | 2,060,000 | | | | 2,078,025 | |
| | | | | | | | |
| | | | | | $ | 7,812,575 | |
| | | | | | | | |
Computer Software – 1.6% | | | | | |
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 6.02%, 6/15/2026 (n) | | $ | 1,450,000 | | | $ | 1,598,413 | |
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 5.875%, 6/15/2021 (n) | | | 1,485,000 | | | | 1,540,688 | |
Nuance Communications Co., 5.625%, 12/15/2026 | | | 1,110,000 | | | | 1,155,788 | |
VeriSign, Inc., 5.25%, 4/01/2025 | | | 525,000 | | | | 571,594 | |
VeriSign, Inc., 4.75%, 7/15/2027 | | | 502,000 | | | | 513,295 | |
VeriSign, Inc., 4.625%, 5/01/2023 | | | 1,620,000 | | | | 1,662,525 | |
| | | | | | | | |
| | | | | | $ | 7,042,303 | |
| | | | | | | | |
Computer Software – Systems – 2.1% | | | | | |
CDW LLC/CDW Finance Corp., 5%, 9/01/2025 | | $ | 510,000 | | | $ | 527,850 | |
CDW LLC/CDW Finance Corp., 5.5%, 12/01/2024 | | | 815,000 | | | | 886,313 | |
JDA Software Group, Inc., 7.375%, 10/15/2024 (n) | | | 1,900,000 | | | | 1,990,250 | |
Sabre GLBL, Inc., 5.375%, 4/15/2023 (n) | | | 2,240,000 | | | | 2,307,200 | |
SS&C Technologies Holdings, Inc., 5.875%, 7/15/2023 | | | 1,525,000 | | | | 1,608,875 | |
Western Digital Corp., 10.5%, 4/01/2024 | | | 1,615,000 | | | | 1,871,381 | |
| | | | | | | | |
| | | | | | $ | 9,191,869 | |
| | | | | | | | |
Conglomerates – 3.7% | | | | | |
Amsted Industries Co., 5%, 3/15/2022 (n) | | $ | 2,500,000 | | | $ | 2,559,375 | |
EnerSys, 5%, 4/30/2023 (n) | | | 3,100,000 | | | | 3,239,500 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Conglomerates – continued | | | | | |
Enpro Industries, Inc., 5.875%, 9/15/2022 | | $ | 2,335,000 | | | $ | 2,431,319 | |
Entegris, Inc., 4.625%, 2/10/2026 (n) | | | 1,890,000 | | | | 1,918,350 | |
Gates Global LLC, 6%, 7/15/2022 (n) | | | 1,830,000 | | | | 1,871,175 | |
SPX FLOW, Inc., 5.625%, 8/15/2024 (n) | | | 1,945,000 | | | | 2,047,113 | |
TriMas Corp., 4.875%, 10/15/2025 (n) | | | 2,120,000 | | | | 2,127,950 | |
| | | | | | | | |
| | | | | | $ | 16,194,782 | |
| | | | | | | | |
Construction – 0.5% | | | | | |
Empresas ICA S.A.B. de C.V., 8.875%, 5/29/2024 (a)(d)(n) | | $ | 807,000 | | | $ | 152,052 | |
Empresas ICA S.A.B. de C.V., 8.9%, 2/04/2021 (a)(d) | | | 930,000 | | | | 173,685 | |
Mattamy Group Corp., 6.5%, 10/01/2025 (n) | | | 1,605,000 | | | | 1,697,288 | |
| | | | | | | | |
| | | | | | $ | 2,023,025 | |
| | | | | | | | |
Consumer Products – 1.0% | | | | | |
Prestige Brands, Inc., 5.375%, 12/15/2021 (n) | | $ | 1,305,000 | | | $ | 1,327,838 | |
Prestige Brands, Inc., 6.375%, 3/01/2024 (n) | | | 1,020,000 | | | | 1,056,975 | |
Spectrum Brands, Inc., 5.75%, 7/15/2025 | | | 1,905,000 | | | | 2,005,013 | |
| | | | | | | | |
| | | | | | $ | 4,389,826 | |
| | | | | | | | |
Consumer Services – 2.4% | | | | | |
ADT Corp., 6.25%, 10/15/2021 | | $ | 1,890,000 | | | $ | 2,069,550 | |
Interval Acquisition Corp., 5.625%, 4/15/2023 | | | 2,860,000 | | | | 2,960,100 | |
Matthews International Corp., 5.25%, 12/01/2025 (n) | | | 1,515,000 | | | | 1,530,150 | |
Service Corp. International, 4.625%, 12/15/2027 | | | 920,000 | | | | 933,450 | |
ServiceMaster Co. LLC, 5.125%, 11/15/2024 (n) | | | 1,540,000 | | | | 1,559,250 | |
West Corp., 8.5%, 10/15/2025 (n) | | | 1,435,000 | | | | 1,417,063 | |
| | | | | | | | |
| | | | | | $ | 10,469,563 | |
| | | | | | | | |
Containers – 4.2% | | | | | | | | |
Berry Global Group, Inc., 6%, 10/15/2022 | | $ | 500,000 | | | $ | 523,750 | |
Berry Global Group, Inc., 5.5%, 5/15/2022 | | | 2,200,000 | | | | 2,266,000 | |
Crown American LLC, 4.5%, 1/15/2023 | | | 1,477,000 | | | | 1,499,155 | |
Crown Americas LLC/Crown Americas Capital Corp. V, 4.25%, 9/30/2026 | | | 1,080,000 | | | | 1,063,800 | |
Multi-Color Corp., 6.125%, 12/01/2022 (n) | | | 2,174,000 | | | | 2,269,113 | |
Multi-Color Corp., 4.875%, 11/01/2025 (n) | | | 280,000 | | | | 281,050 | |
Reynolds Group, 5.125%, 7/15/2023 (n) | | | 1,260,000 | | | | 1,304,100 | |
Reynolds Group, 7%, 7/15/2024 (n) | | | 1,265,000 | | | | 1,354,815 | |
Reynolds Group, 5.75%, 10/15/2020 | | | 1,225,921 | | | | 1,244,310 | |
Sealed Air Corp., 4.875%, 12/01/2022 (n) | | | 1,950,000 | | | | 2,059,688 | |
Sealed Air Corp., 5.125%, 12/01/2024 (n) | | | 365,000 | | | | 390,550 | |
Sealed Air Corp., 5.5%, 9/15/2025 (n) | | | 420,000 | | | | 457,800 | |
Signode Industrial Group, 6.375%, 5/01/2022 (n) | | | 1,895,000 | | | | 1,980,275 | |
Silgan Holdings, Inc., 5.5%, 2/01/2022 | | | 185,000 | | | | 189,625 | |
Silgan Holdings, Inc., 4.75%, 3/15/2025 (n) | | | 1,815,000 | | | | 1,860,375 | |
| | | | | | | | |
| | | | | | $ | 18,744,406 | |
| | | | | | | | |
Electrical Equipment – 0.6% | | | | | |
CommScope Holding Company, Inc., 5.5%, 6/15/2024 (n) | | $ | 505,000 | | | $ | 525,200 | |
8
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Electrical Equipment – continued | | | | | |
CommScope Technologies LLC, 5%, 3/15/2027 (n) | | $ | 2,195,000 | | | $ | 2,195,000 | |
| | | | | | | | |
| | | | | | $ | 2,720,200 | |
| | | | | | | | |
Electronics – 0.7% | | | | | |
Sensata Technologies B.V., 5.625%, 11/01/2024 (n) | | $ | 835,000 | | | $ | 917,456 | |
Sensata Technologies B.V., 5%, 10/01/2025 (n) | | | 2,080,000 | | | | 2,199,600 | |
| | | | | | | | |
| | | | | | $ | 3,117,056 | |
| | | | | | | | |
Energy – Independent – 6.8% | | | | | |
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., 7.875%, 12/15/2024 | | $ | 2,215,000 | | | $ | 2,428,194 | |
Consol Energy, Inc., 5.875%, 4/15/2022 | | | 880,000 | | | | 898,700 | |
Continental Resources, Inc., 4.5%, 4/15/2023 | | | 3,005,000 | | | | 3,065,100 | |
CrownRock LP/CrownRock Finance, Inc., 5.625%, 10/15/2025 (n) | | | 2,035,000 | | | | 2,045,175 | |
Diamondback Energy, Inc., 5.375%, 5/31/2025 | | | 2,070,000 | | | | 2,129,513 | |
Gulfport Energy Corp., 6%, 10/15/2024 | | | 1,445,000 | | | | 1,445,000 | |
Gulfport Energy Corp., 6.375%, 5/15/2025 | | | 730,000 | | | | 733,650 | |
Parsley Energy LLC/Parsley Finance Corp., 5.625%, 10/15/2027 (n) | | | 2,325,000 | | | | 2,377,313 | |
PDC Energy, Inc., 6.125%, 9/15/2024 | | | 2,475,000 | | | | 2,561,625 | |
QEP Resources, Inc., 5.25%, 5/01/2023 | | | 2,110,000 | | | | 2,135,025 | |
QEP Resources, Inc., 5.625%, 3/01/2026 | | | 805,000 | | | | 816,069 | |
Seven Generations Energy, 6.75%, 5/01/2023 (n) | | | 1,695,000 | | | | 1,800,938 | |
Seven Generations Energy, 5.375%, 9/30/2025 (n) | | | 1,120,000 | | | | 1,131,200 | |
SM Energy Co., 6.75%, 9/15/2026 | | | 2,445,000 | | | | 2,518,350 | |
Whiting Petroleum Corp., 6.25%, 4/01/2023 | | | 1,750,000 | | | | 1,795,938 | |
Whiting Petroleum Corp., 6.625%, 1/15/2026 (z) | | | 405,000 | | | | 413,100 | |
WPX Energy, Inc., 6%, 1/15/2022 | | | 1,635,000 | | | | 1,708,575 | |
| | | | | | | | |
| | | | | | $ | 30,003,465 | |
| | | | | | | | |
Entertainment – 1.7% | | | | | |
Cedar Fair LP, 5.375%, 6/01/2024 | | $ | 515,000 | | | $ | 538,175 | |
Cedar Fair LP, 5.375%, 4/15/2027 (n) | | | 995,000 | | | | 1,044,750 | |
Cinemark USA, Inc., 5.125%, 12/15/2022 | | | 1,205,000 | | | | 1,232,113 | |
Cinemark USA, Inc., 4.875%, 6/01/2023 | | | 1,450,000 | | | | 1,468,125 | |
Six Flags Entertainment Corp., 4.875%, 7/31/2024 (n) | | | 3,375,000 | | | | 3,425,625 | |
| | | | | | | | |
| | | | | | $ | 7,708,788 | |
| | | | | | | | |
Financial Institutions – 2.4% | | | | | |
Aircastle Ltd., 5.125%, 3/15/2021 | | $ | 505,000 | | | $ | 530,881 | |
Aircastle Ltd., 5.5%, 2/15/2022 | | | 1,110,000 | | | | 1,189,088 | |
Nationstar Mortgage LLC/Capital Corp., 6.5%, 7/01/2021 | | | 525,000 | | | | 532,219 | |
Nationstar Mortgage LLC/Capital Corp., 7.875%, 10/01/2020 | | | 2,460,000 | | | | 2,512,275 | |
Nationstar Mortgage LLC/Capital Corp., 6.5%, 8/01/2018 | | | 820,000 | | | | 821,394 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Financial Institutions – continued | | | | | |
Navient Corp., 7.25%, 9/25/2023 | | $ | 775,000 | | | $ | 825,375 | |
Navient Corp., 7.25%, 1/25/2022 | | | 1,575,000 | | | | 1,687,219 | |
Park Aerospace Holdings Ltd., 5.5%, 2/15/2024 (n) | | | 2,495,000 | | | | 2,476,288 | |
| | | | | | | | |
| | | | | | $ | 10,574,739 | |
| | | | | | | | |
Food & Beverages – 3.0% | | | | | |
Aramark Services, Inc., 4.75%, 6/01/2026 | | $ | 1,620,000 | | | $ | 1,644,300 | |
Cott Holdings, Inc., 5.5%, 4/01/2025 (n) | | | 2,185,000 | | | | 2,247,819 | |
JBS USA Lux S.A./JBS USA Finance, Inc. 5.875%, 7/15/2024 (n) | | | 1,835,000 | | | | 1,773,069 | |
Lamb Weston Holdings, Inc., 4.625%, 11/01/2024 (n) | | | 1,175,000 | | | | 1,210,250 | |
Lamb Weston Holdings, Inc., 4.875%, 11/01/2026 (n) | | | 750,000 | | | | 783,750 | |
Pilgrim’s Pride Corp., 5.875%, 9/30/2027 (n) | | | 1,510,000 | | | | 1,555,300 | |
Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp., 5.875%, 1/15/2024 | | | 1,920,000 | | | | 2,030,400 | |
U.S. Foods Holding Corp., 5.875%, 6/15/2024 (n) | | | 2,055,000 | | | | 2,157,750 | |
| | | | | | | | |
| | | | | | $ | 13,402,638 | |
| | | | | | | | |
Forest & Paper Products – 0.0% | | | | | |
Appvion, Inc., 9%, 6/01/2020 (d)(n) | | $ | 687,000 | | | $ | 51,525 | |
| | | | | | | | |
Gaming & Lodging – 2.7% | | | | | |
CCM Merger, Inc., 6%, 3/15/2022 (n) | | $ | 1,600,000 | | | $ | 1,642,000 | |
GLP Capital LP/GLP Financing II, Inc., 5.375%, 11/01/2023 | | | 1,665,000 | | | | 1,777,388 | |
GLP Capital LP/GLP Financing II, Inc., 5.375%, 4/15/2026 | | | 260,000 | | | | 278,850 | |
Hilton Worldwide Finance LLC, 4.625%, 4/01/2025 | | | 1,995,000 | | | | 2,049,863 | |
MGM Resorts International, 6.625%, 12/15/2021 | | | 1,475,000 | | | | 1,618,370 | |
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2023 | | | 920,000 | | | | 940,700 | |
Ryman Hospitality Properties, Inc., REIT, 5%, 4/15/2021 | | | 1,940,000 | | | | 1,969,100 | |
Wynn Macau Ltd., 4.875%, 10/01/2024 (n) | | | 835,000 | | | | 839,175 | |
Wynn Macau Ltd., 5.5%, 10/01/2027 (n) | | | 1,010,000 | | | | 1,021,363 | |
| | | | | | | | |
| | | | | | $ | 12,136,809 | |
| | | | | | | | |
Industrial – 0.8% | | | | | |
Cleaver Brooks, Inc., 7.875%, 3/01/2023 (z) | | $ | 1,420,000 | | | $ | 1,455,500 | |
KAR Auction Services, Inc., 5.125%, 6/01/2025 (n) | | | 2,215,000 | | | | 2,270,375 | |
| | | | | | | | |
| | | | | | $ | 3,725,875 | |
| | | | | | | | |
Insurance – 0.3% | | | | | |
AssuredPartners, Inc., 7%, 8/15/2025 (n) | | $ | 1,330,000 | | | $ | 1,323,350 | |
| | | | | | | | |
Insurance – Health – 0.5% | | | | | |
Centene Corp., 5.625%, 2/15/2021 | | $ | 925,000 | | | $ | 950,438 | |
Centene Corp., 6.125%, 2/15/2024 | | | 1,240,000 | | | | 1,311,300 | |
| | | | | | | | |
| | | | | | $ | 2,261,738 | |
| | | | | | | | |
9
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Machinery & Tools – 0.4% | | | | | |
Ashtead Capital, Inc., 5.625%, 10/01/2024 (n) | | $ | 1,730,000 | | | $ | 1,833,800 | |
| | | | | | | | |
Major Banks – 0.6% | | | | | |
UBS Group AG, 6.875% to 8/07/2025, FLR to 12/29/2049 | | $ | 2,245,000 | | | $ | 2,484,946 | |
| | | | | | | | |
Medical & Health Technology & Services – 5.5% | | | | | |
AmSurg Corp., 5.625%, 7/15/2022 | | $ | 1,450,000 | | | $ | 1,464,500 | |
Community Health Systems, Inc., 6.875%, 2/01/2022 | | | 1,555,000 | | | | 894,125 | |
DaVita, Inc., 5%, 5/01/2025 | | | 1,740,000 | | | | 1,739,478 | |
DaVita, Inc., 5.125%, 7/15/2024 | | | 545,000 | | | | 550,450 | |
HCA, Inc., 5%, 3/15/2024 | | | 2,310,000 | | | | 2,402,400 | |
HCA, Inc., 5.375%, 2/01/2025 | | | 925,000 | | | | 957,375 | |
HCA, Inc., 7.5%, 2/15/2022 | | | 2,030,000 | | | | 2,283,750 | |
HCA, Inc., 5.875%, 3/15/2022 | | | 1,375,000 | | | | 1,471,250 | |
HCA, Inc., 4.75%, 5/01/2023 | | | 200,000 | | | | 206,000 | |
HealthSouth Corp., 5.75%, 11/01/2024 | | | 500,000 | | | | 511,875 | |
HealthSouth Corp., 5.125%, 3/15/2023 | | | 1,735,000 | | | | 1,774,038 | |
Polaris, 8.5%, 12/01/2022 (n) | | | 770,000 | | | | 798,875 | |
Quintiles IMS Holdings, Inc., 5%, 10/15/2026 (n) | | | 1,745,000 | | | | 1,788,625 | |
Quorum Health Corp., 11.625%, 4/15/2023 | | | 1,055,000 | | | | 1,029,944 | |
Tenet Healthcare Corp., 6.75%, 6/15/2023 | | | 510,000 | | | | 494,700 | |
Tenet Healthcare Corp., 8.125%, 4/01/2022 | | | 1,355,000 | | | | 1,378,713 | |
THC Escrow Corp. III, 5.125%, 5/01/2025 (n) | | | 1,535,000 | | | | 1,496,625 | |
Universal Health Services, Inc., 7.625%, 8/15/2020 | | | 1,685,000 | | | | 1,685,000 | |
West Street Merger Sub, Inc., 6.375%, 9/01/2025 (n) | | | 1,300,000 | | | | 1,303,250 | |
| | | | | | | | |
| | | | | | $ | 24,230,973 | |
| | | | | | | | |
Medical Equipment – 1.1% | | | | | |
Hologic, Inc., 5.25%, 7/15/2022 (n) | | $ | 1,755,000 | | | $ | 1,816,425 | |
Teleflex, Inc., 5.25%, 6/15/2024 | | | 1,250,000 | | | | 1,303,125 | |
Teleflex, Inc., 4.875%, 6/01/2026 | | | 855,000 | | | | 882,788 | |
Teleflex, Inc., 4.625%, 11/15/2027 | | | 925,000 | | | | 932,909 | |
| | | | | | | | |
| | | | | | $ | 4,935,247 | |
| | | | | | | | |
Metals & Mining – 5.6% | | | | | |
First Quantum Minerals Ltd., 7%, 2/15/2021 (n) | | $ | 1,155,000 | | | $ | 1,198,313 | |
First Quantum Minerals Ltd., 7.25%, 4/01/2023 (n) | | | 1,475,000 | | | | 1,589,313 | |
Freeport-McMoRan, Inc., 3.875%, 3/15/2023 | | | 835,000 | | | | 830,825 | |
Freeport-McMoRan, Inc., 6.875%, 2/15/2023 | | | 2,719,000 | | | | 2,963,710 | |
Freeport-McMoRan, Inc., 5.4%, 11/14/2034 | | | 785,000 | | | | 798,738 | |
GrafTech International Co., 6.375%, 11/15/2020 | | | 1,592,000 | | | | 1,588,020 | |
Kaiser Aluminum Corp., 5.875%, 5/15/2024 | | | 1,820,000 | | | | 1,933,750 | |
Kinross Gold Corp., 4.5%, 7/15/2027 (n) | | | 1,335,000 | | | | 1,343,344 | |
Kinross Gold Corp., 5.125%, 9/01/2021 | | | 605,000 | | | | 630,713 | |
Kinross Gold Corp., 5.95%, 3/15/2024 | | | 1,010,000 | | | | 1,107,213 | |
Lundin Mining Corp., 7.875%, 11/01/2022 (n) | | | 840,000 | | | | 898,800 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Metals & Mining – continued | | | | | |
Northwest Acquisitions ULC/Dominion Finco, Inc., 7.125%, 11/01/2022 (n) | | $ | 2,040,000 | | | $ | 2,106,300 | |
Novelis Corp., 5.875%, 9/30/2026 (n) | | | 2,545,000 | | | | 2,595,900 | |
Steel Dynamics, Inc., 5.125%, 10/01/2021 | | | 975,000 | | | | 999,375 | |
Steel Dynamics, Inc., 5.5%, 10/01/2024 | | | 1,110,000 | | | | 1,179,375 | |
Steel Dynamics, Inc., 4.125%, 9/15/2025 (n) | | | 846,000 | | | | 852,345 | |
Steel Dynamics, Inc., 5.25%, 4/15/2023 | | | 465,000 | | | | 478,950 | |
Suncoke Energy, Inc., 7.625%, 8/01/2019 | | | 301,000 | | | | 301,331 | |
TMS International Corp., 7.25%, 8/15/2025 (n) | | | 1,530,000 | | | | 1,598,850 | |
| | | | | | | | |
| | | | | | $ | 24,995,165 | |
| | | | | | | | |
Midstream – 3.7% | | | | | |
Blue Racer Midstream LLC/Blue Racer Finance Corp., 6.125%, 11/15/2022 (n) | | $ | 2,555,000 | | | $ | 2,657,200 | |
DCP Midstream LP, 4.95%, 4/01/2022 | | | 772,000 | | | | 801,915 | |
DCP Midstream LP, 5.6%, 4/01/2044 | | | 815,000 | | | | 808,888 | |
DCP Midstream LP, 3.875%, 3/15/2023 | | | 1,270,000 | | | | 1,262,063 | |
Plains All American Pipeline LP, 6.125% to 11/15/2022, FLR to 12/31/2059 | | | 2,100,000 | | | | 2,096,850 | |
Tallgrass Energy GP, LP, 5.5%, 1/15/2028 (n) | | | 3,275,000 | | | | 3,314,955 | |
Targa Resources Partners LP, 5.375%, 2/01/2027 | | | 3,085,000 | | | | 3,165,981 | |
Targa Resources Partners LP/Targa Resources Finance Corp., 4.125%, 11/15/2019 | | | 830,000 | | | | 835,188 | |
Targa Resources Partners LP/Targa Resources Finance Corp., 5.25%, 5/01/2023 | | | 1,445,000 | | | | 1,477,513 | |
| | | | | | | | |
| | | | | | $ | 16,420,553 | |
| | | | | | | | |
Network & Telecom – 1.6% | | | | | |
CenturyLink, Inc., 7.65%, 3/15/2042 | | $ | 1,010,000 | | | $ | 890,063 | |
Telecom Italia Capital, 6%, 9/30/2034 | | | 530,000 | | | | 594,925 | |
Telecom Italia S.p.A., 5.303%, 5/30/2024 (n) | | | 2,385,000 | | | | 2,545,988 | |
Zayo Group LLC/Zayo Capital, Inc., 6.375%, 5/15/2025 | | | 1,060,000 | | | | 1,120,950 | |
Zayo Group LLC/Zayo Capital, Inc., 5.75%, 1/15/2027 (n) | | | 2,035,000 | | | | 2,075,700 | |
| | | | | | | | |
| | | | | | $ | 7,227,626 | |
| | | | | | | | |
Oil Services – 1.3% | | | | | |
Bristow Group, Inc., 6.25%, 10/15/2022 | | $ | 1,544,000 | | | $ | 1,264,150 | |
Diamond Offshore Drilling, Inc., 5.7%, 10/15/2039 | | | 1,815,000 | | | | 1,470,150 | |
Diamond Offshore Drilling, Inc., 7.875%, 8/15/2025 | | | 830,000 | | | | 871,500 | |
Trinidad Drilling Ltd., 6.625%, 2/15/2025 (n) | | | 2,080,000 | | | | 1,976,000 | |
| | | | | | | | |
| | | | | | $ | 5,581,800 | |
| | | | | | | | |
Pharmaceuticals – 0.8% | | | | | |
Mallinckrodt International Finance S.A., 5.75%, 8/01/2022 (n) | | $ | 805,000 | | | $ | 730,538 | |
Mallinckrodt International Finance S.A., 5.625%, 10/15/2023 (n) | | | 505,000 | | | | 429,250 | |
10
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Pharmaceuticals – continued | | | | | |
Valeant Pharmaceuticals International, Inc., 6.125%, 4/15/2025 (n) | | $ | 1,840,000 | | | $ | 1,683,600 | |
Valeant Pharmaceuticals International, Inc., 5.5%, 3/01/2023 (n) | | | 805,000 | | | | 736,575 | |
| | | | | | | | |
| | | | | | $ | 3,579,963 | |
| | | | | | | | |
Printing & Publishing – 0.4% | | | | | |
Nielsen Finance LLC, 5%, 4/15/2022 (n) | | $ | 1,920,000 | | | $ | 1,975,200 | |
| | | | | | | | |
Real Estate – Healthcare – 0.9% | | | | | |
MPT Operating Partnership LP/MPT Financial Co., REIT, 5.25%, 8/01/2026 | | $ | 1,915,000 | | | $ | 1,982,025 | |
MPT Operating Partnership LP/MPT Financial Co., REIT, 5%, 10/15/2027 | | | 1,955,000 | | | | 1,991,656 | |
| | | | | | | | |
| | | | | | $ | 3,973,681 | |
| | | | | | | | |
Real Estate – Other – 1.8% | | | | | |
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027 (n) | | $ | 510,000 | | | $ | 535,500 | |
CyrusOne LP/CyrusOne Finance Corp., REIT, 5%, 3/15/2024 (n) | | | 2,285,000 | | | | 2,370,688 | |
CyrusOne LP/CyrusOne Finance Corp., REIT, 5.375%, 3/15/2027 (n) | | | 580,000 | | | | 609,000 | |
Felcor Lodging LP, REIT, 5.625%, 3/01/2023 | | | 1,780,000 | | | | 1,828,950 | |
Starwood Property Trust, Inc., REIT, 4.75%, 3/15/2025 (n) | | | 770,000 | | | | 764,225 | |
Starwood Property Trust, Inc., REIT, 5%, 12/15/2021 | | | 1,755,000 | | | | 1,820,813 | |
| | | | | | | | |
| | | | | | $ | 7,929,176 | |
| | | | | | | | |
Restaurants – 0.8% | | | | | |
Golden Nugget, Inc., 6.75%, 10/15/2024 (n) | | $ | 1,545,000 | | | $ | 1,572,038 | |
KFC Holding Co./Pizza Hut Holdings LLC/Taco Bell of America LLC, 5.25%, 6/01/2026 (n) | | | 2,020,000 | | | | 2,126,050 | |
| | | | | | | | |
| | | | | | $ | 3,698,088 | |
| | | | | | | | |
Retailers – 1.3% | | | | | |
Dollar Tree, Inc., 5.75%, 3/01/2023 | | $ | 2,005,000 | | | $ | 2,100,238 | |
Hanesbrands, Inc., 4.875%, 5/15/2026 (n) | | | 1,685,000 | | | | 1,727,125 | |
Hanesbrands, Inc., 4.625%, 5/15/2024 (n) | | | 440,000 | | | | 448,800 | |
Sally Beauty Holdings, Inc., 5.625%, 12/01/2025 | | | 1,620,000 | | | | 1,611,900 | |
| | | | | | | | |
| | | | | | $ | 5,888,063 | |
| | | | | | | | |
Specialty Chemicals – 1.6% | | | | | |
A Schulman, Inc., 6.875%, 6/01/2023 | | $ | 2,370,000 | | | $ | 2,464,800 | |
Koppers, Inc., 6%, 2/15/2025 (n) | | | 1,815,000 | | | | 1,923,900 | |
Univar USA, Inc., 6.75%, 7/15/2023 (n) | | | 2,585,000 | | | | 2,701,325 | |
| | | | | | | | |
| | | | | | $ | 7,090,025 | |
| | | | | | | | |
Specialty Stores – 0.7% | | | | | |
Group 1 Automotive, Inc., 5%, 6/01/2022 | | $ | 2,170,000 | | | $ | 2,235,100 | |
PetSmart, Inc., 7.125%, 3/15/2023 (n) | | | 1,295,000 | | | | 767,288 | |
| | | | | | | | |
| | | | | | $ | 3,002,388 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Supermarkets – 0.4% | | | | | |
Albertsons Cos. LLC/Safeway Co., 6.625%, 6/15/2024 | | $ | 2,010,000 | | | $ | 1,919,550 | |
| | | | | | | | |
Telecommunications – Wireless – 4.4% | | | | | |
Altice Luxembourg S.A., 7.75%, 5/15/2022 (n) | | $ | 1,230,000 | | | $ | 1,205,400 | |
Altice Luxembourg S.A., 7.625%, 2/15/2025 (n) | | | 1,460,000 | | | | 1,397,950 | |
Digicel Group Ltd., 7.125%, 4/01/2022 (n) | | | 402,000 | | | | 372,260 | |
Digicel Group Ltd., 6.75%, 3/01/2023 (n) | | | 2,206,000 | | | | 2,168,851 | |
SBA Communications Corp., 4%, 10/01/2022 (n) | | | 2,125,000 | | | | 2,127,656 | |
SBA Communications Corp., 4.875%, 9/01/2024 | | | 515,000 | | | | 529,163 | |
Sprint Corp., 7.875%, 9/15/2023 | | | 710,000 | | | | 756,150 | |
Sprint Corp., 7.125%, 6/15/2024 | | | 3,075,000 | | | | 3,128,813 | |
Sprint Nextel Corp., 6%, 11/15/2022 | | | 2,710,000 | | | | 2,710,000 | |
T-Mobile USA, Inc., 6.125%, 1/15/2022 | | | 300,000 | | | | 309,450 | |
T-Mobile USA, Inc., 6.5%, 1/15/2024 | | | 695,000 | | | | 736,700 | |
T-Mobile USA, Inc., 6.5%, 1/15/2026 | | | 1,380,000 | | | | 1,505,925 | |
T-Mobile USA, Inc., 5.125%, 4/15/2025 | | | 1,190,000 | | | | 1,236,113 | |
T-Mobile USA, Inc., 5.375%, 4/15/2027 | | | 1,015,000 | | | | 1,082,244 | |
| | | | | | | | |
| | | | | | $ | 19,266,675 | |
| | | | | | | | |
Telephone Services – 0.6% | | | | | |
Level 3 Financing, Inc., 5.375%, 5/01/2025 | | $ | 1,840,000 | | | $ | 1,837,700 | |
Level 3 Financing, Inc., 5.375%, 1/15/2024 | | | 715,000 | | | | 714,106 | |
| | | | | | | | |
| | | | | | $ | 2,551,806 | |
| | | | | | | | |
Transportation – Services – 0.5% | | | | | |
Navios Maritime Holding, Inc., 7.375%, 1/15/2022 (n) | | $ | 1,035,000 | | | $ | 830,588 | |
Navios South American Logistics, Inc./Navios Logistics Finance (U.S.), Inc., 7.25%, 5/01/2022 | | | 395,000 | | | | 378,213 | |
Syncreon Group BV/Syncre, 8.625%, 11/01/2021 (n) | | | 1,005,000 | | | | 814,050 | |
| | | | | | | | |
| | | | | | $ | 2,022,851 | |
| | | | | | | | |
Utilities – Electric Power – 2.4% | | | | | |
Calpine Corp., 5.75%, 1/15/2025 | | $ | 1,530,000 | | | $ | 1,455,413 | |
Calpine Corp., 5.25%, 6/01/2026 (n) | | | 1,035,000 | | | | 1,014,310 | |
Calpine Corp., 5.5%, 2/01/2024 | | | 1,185,000 | | | | 1,133,156 | |
Covanta Holding Corp., 5.875%, 7/01/2025 | | | 995,000 | | | | 999,975 | |
Covanta Holding Corp., 5.875%, 3/01/2024 | | | 1,305,000 | | | | 1,324,575 | |
Covanta Holding Corp., 6.375%, 10/01/2022 | | | 400,000 | | | | 409,000 | |
NextEra Energy Operating Co., 4.25%, 9/15/2024 (n) | | | 1,960,000 | | | | 1,994,300 | |
Pattern Energy Group, Inc., 5.875%, 2/01/2024 (n) | | | 2,100,000 | | | | 2,205,000 | |
| | | | | | | | |
| | | | | | $ | 10,535,729 | |
| | | | | | | | |
Total Bonds (Identified Cost, $417,273,600) | | | | | | $ | 417,814,662 | |
| | | | | | | | |
11
MFS High Yield Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
FLOATING RATE LOANS (g)(r) – 1.7% | |
Building – 0.4% | | | | | |
ABC Supply Co., Inc., Term Loan B, 3.88%, 10/31/2023 | | $ | 1,501,271 | | | $ | 1,507,057 | |
| | | | | | | | |
Computer Software – Systems – 0.3% | | | | | |
CDW LLC, Term Loan B, 3.48%, 8/17/2023 | | $ | 799,426 | | | $ | 804,622 | |
Sabre GLBL, Inc., Term Loan B, 3.71%, 2/22/2024 | | | 609,559 | | | | 612,130 | |
| | | | | | | | |
| | | | | | $ | 1,416,752 | |
| | | | | | | | |
Conglomerates – 0.1% | | | | | |
Entegris, Inc., Term Loan B, 3.83%, 4/30/2021 | | $ | 600,534 | | | $ | 602,786 | |
| | | | | | | | |
Consumer Products – 0.1% | | | | | |
Spectrum Brands, Inc., Term Loan B, 3.43%, 6/23/2022 | | $ | 575,117 | | | $ | 577,731 | |
| | | | | | | | |
Entertainment – 0.3% | |
Cedar Fair LP, Term Loan B, 3.6%, 4/13/2024 | | $ | 583,600 | | | $ | 587,004 | |
Six Flags Theme Parks, Inc., Term Loan B, 3.65%, 6/30/2022 | | | 615,700 | | | | 619,356 | |
| | | | | | | | |
| | | | | | $ | 1,206,360 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
FLOATING RATE LOANS (g)(r) – continued | |
Gaming & Lodging – 0.2% | |
Hilton Worldwide Finance LLC, Term Loan B2, 3.61%, 10/25/2023 | | $ | 821,011 | | | $ | 824,930 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.3% | |
DaVita HealthCare Partners, Inc., Term Loan B, 4.07%, 6/24/2021 | | $ | 1,426,053 | | | $ | 1,436,035 | |
| | | | | | | | |
Total Floating Rate Loans (Identified Cost, $7,536,396) | | | | | | $ | 7,571,651 | |
| | | | | | | | |
|
COMMON STOCKS – 0.2% | |
Oil Services – 0.2% | |
LTRI Holdings LP (a)(u) | | | 1,115 | | | $ | 991,703 | |
| | | | | | | | |
Printing & Publishing – 0.0% | |
Quad/Graphics, Inc. | | | 145 | | | $ | 3,277 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $404,721) | | | | | | $ | 994,980 | |
| | | | | | | | |
|
INVESTMENT COMPANIES (h) – 2.4% | |
Money Market Funds – 2.4% | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $10,426,837) | | | 10,426,974 | | | $ | 10,425,932 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 1.4% | | | | | | | 6,085,387 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 442,892,612 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(g) | | The rate shown represents a weighted average coupon rate on settled positions at period end, unless otherwise indicated. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $10,425,932 and $426,381,293, respectively. |
(n) | | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $225,604,671, representing 50.9% of net assets. |
(p) | | Payment-in-kind security for which interest income may be received in additional securities and/or cash. |
(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. |
(u) | | The security was valued using significant unobservable inputs and is considered level 3 under the fair value hierarchy. For further information about the fund’s level 3 holdings, please see Note 2 in the Notes to Financial Statements. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(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 | |
CWCapital Cobalt Ltd., CDO, “F”, FLR, 2.67%, (0% cash or 2.67% PIK), (LIBOR - 3mo. + 1.3%), 4/26/2050 | | 4/12/06 | | | $1,080,058 | | | | $686 | |
Cleaver Brooks, Inc., 7.875%, 3/01/2023 | | 12/01/17-12/14/17 | | | 1,439,652 | | | | 1,455,500 | |
Netflix, Inc., 4.875%, 4/15/2028 | | 12/06/17-12/08/17 | | | 444,930 | | | | 441,000 | |
Whiting Petroleum Corp., 6.625%, 1/15/2026 | | 12/12/17 | | | 405,000 | | | | 413,100 | |
Total Restricted Securities | | | | $2,310,286 | |
% of Net assets | | | | 0.5% | |
12
MFS High Yield Portfolio
Portfolio of Investments – continued
The following abbreviations are used in this report and are defined:
CDO | | Collateralized Debt Obligation |
FLR | | Floating rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. |
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
Derivative Contracts at 12/31/17
Futures Contracts
| | | | | | | | | | | | | | | | | | | | | | |
Description | | Long/ Short | | | Currency | | | Contracts | | Notional Amount | | | Expiration Date | | | Value/ Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury Note 10 yr | | | Short | | | | USD | | | 72 | | | $8,931,375 | | | | March - 2018 | | | | $67,234 | |
| | | | | |
At December 31, 2017, the fund had cash collateral of $75,600 to cover any collateral or margin obligations for certain derivative contracts. Restricted cash and deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
See Notes to Financial Statements
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $425,214,717) | | | $426,381,293 | |
Investments in affiliated issuers, at value (identified cost, $10,426,837) | | | 10,425,932 | |
Cash | | | 543,146 | |
Deposits with brokers for futures contracts | | | 75,600 | |
Receivables for | | | | |
Fund shares sold | | | 90,942 | |
Interest | | | 6,039,292 | |
Other assets | | | 2,962 | |
Total assets | | | $443,559,167 | |
Liabilities | | | | |
Payables for | | | | |
Daily variation margin on open futures contracts | | | $14,626 | |
Investments purchased | | | 384,288 | |
Fund shares reacquired | | | 137,414 | |
Payable to affiliates | | | | |
Investment adviser | | | 20,257 | |
Shareholder servicing costs | | | 155 | |
Distribution and/or service fees | | | 1,600 | |
Payable for independent Trustees’ compensation | | | 60 | |
Accrued expenses and other liabilities | | | 108,155 | |
Total liabilities | | | $666,555 | |
Net assets | | | $442,892,612 | |
Net assets consist of | | | | |
Paid-in capital | | | $453,525,598 | |
Unrealized appreciation (depreciation) | | | 1,232,905 | |
Accumulated net realized gain (loss) | | | (34,295,908 | ) |
Undistributed net investment income | | | 22,430,017 | |
Net assets | | | $442,892,612 | |
Shares of beneficial interest outstanding | | | 76,922,000 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $384,393,229 | | | | 66,656,036 | | | | $5.77 | |
Service Class | | | 58,499,383 | | | | 10,265,964 | | | | 5.70 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Interest | | | $25,241,415 | |
Dividends from affiliated issuers | | | 115,221 | |
Total investment income | | | $25,356,636 | |
Expenses | | | | |
Management fee | | | $3,224,883 | |
Distribution and/or service fees | | | 158,844 | |
Shareholder servicing costs | | | 18,484 | |
Administrative services fee | | | 82,414 | |
Independent Trustees’ compensation | | | 9,251 | |
Custodian fee | | | 31,163 | |
Shareholder communications | | | 63,457 | |
Audit and tax fees | | | 75,897 | |
Legal fees | | | 60,797 | |
Miscellaneous | | | 42,309 | |
Total expenses | | | $3,767,499 | |
Reduction of expenses by investment adviser | | | (287,638 | ) |
Net expenses | | | $3,479,861 | |
Net investment income (loss) | | | $21,876,775 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $1,014,668 | |
Affiliated issuers | | | (329 | ) |
Futures contracts | | | (104,516 | ) |
Forward foreign currency exchange contracts | | | (97,244 | ) |
Foreign currency | | | 18 | |
Net realized gain (loss) | | | $812,597 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $6,627,168 | |
Affiliated issuers | | | (905 | ) |
Futures contracts | | | 67,234 | |
Forward foreign currency exchange contracts | | | (22,529 | ) |
Translation of assets and liabilities in foreign currencies | | | 35 | |
Net unrealized gain (loss) | | | $6,671,003 | |
Net realized and unrealized gain (loss) | | | $7,483,600 | |
Change in net assets from operations | | | $29,360,375 | |
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.
| | | | | | | | |
| | Year ended | |
| | 12/31/17 | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $21,876,775 | | | | $27,093,601 | |
Net realized gain (loss) | | | 812,597 | | | | (19,037,866 | ) |
Net unrealized gain (loss) | | | 6,671,003 | | | | 56,062,390 | |
Change in net assets from operations | | | $29,360,375 | | | | $64,118,125 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(29,244,080 | ) | | | $(32,514,884 | ) |
Change in net assets from fund share transactions | | | $(30,530,978 | ) | | | $(49,191,127 | ) |
Total change in net assets | | | $(30,414,683 | ) | | | $(17,587,886 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 473,307,295 | | | | 490,895,181 | |
At end of period (including undistributed net investment income of $22,430,017 and $28,754,038, respectively) | | | $442,892,612 | | | | $473,307,295 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $5.78 | | | | $5.43 | | | | $6.11 | | | | $6.28 | | | | $6.05 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.28 | | | | $0.32 | (c) | | | $0.33 | | | | $0.35 | | | | $0.36 | |
Net realized and unrealized gain (loss) | | | 0.10 | | | | 0.42 | | | | (0.57 | ) | | | (0.17 | ) | | | 0.02 | |
Total from investment operations | | | $0.38 | | | | $0.74 | | | | $(0.24 | ) | | | $0.18 | | | | $0.38 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.39 | ) | | | $(0.39 | ) | | | $(0.44 | ) | | | $(0.35 | ) | | | $(0.15 | ) |
Net asset value, end of period (x) | | | $5.77 | | | | $5.78 | | | | $5.43 | | | | $6.11 | | | | $6.28 | |
Total return (%) (k)(r)(s)(x) | | | 6.69 | | | | 13.82 | (c) | | | (4.22 | ) | | | 2.81 | | | | 6.42 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.78 | | | | 0.76 | (c) | | | 0.77 | | | | 0.77 | | | | 0.76 | |
Expenses after expense reductions (f) | | | 0.72 | | | | 0.70 | (c) | | | 0.72 | | | | 0.74 | | | | 0.75 | |
Net investment income (loss) | | | 4.78 | | | | 5.60 | (c) | | | 5.43 | | | | 5.44 | | | | 5.79 | |
Portfolio turnover | | | 49 | | | | 41 | | | | 33 | | | | 43 | | | | 52 | |
Net assets at end of period (000 omitted) | | | $384,393 | | | | $404,118 | | | | $419,474 | | | | $514,089 | | | | $600,994 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $5.72 | | | | $5.37 | | | | $6.04 | | | | $6.21 | | | | $5.99 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.26 | | | | $0.30 | (c) | | | $0.31 | | | | $0.33 | | | | $0.34 | |
Net realized and unrealized gain (loss) | | | 0.10 | | | | 0.43 | | | | (0.56 | ) | | | (0.16 | ) | | | 0.02 | |
Total from investment operations | | | $0.36 | | | | $0.73 | | | | $(0.25 | ) | | | $0.17 | | | | $0.36 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.38 | ) | | | $(0.38 | ) | | | $(0.42 | ) | | | $(0.34 | ) | | | $(0.14 | ) |
Net asset value, end of period (x) | | | $5.70 | | | | $5.72 | | | | $5.37 | | | | $6.04 | | | | $6.21 | |
Total return (%) (k)(r)(s)(x) | | | 6.31 | | | | 13.64 | (c) | | | (4.42 | ) | | | 2.53 | | | | 6.10 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.03 | | | | 1.02 | (c) | | | 1.02 | | | | 1.02 | | | | 1.01 | |
Expenses after expense reductions (f) | | | 0.97 | | | | 0.95 | (c) | | | 0.97 | | | | 0.99 | | | | 1.00 | |
Net investment income (loss) | | | 4.54 | | | | 5.36 | (c) | | | 5.18 | | | | 5.19 | | | | 5.56 | |
Portfolio turnover | | | 49 | | | | 41 | | | | 33 | | | | 43 | | | | 52 | |
Net assets at end of period (000 omitted) | | | $58,499 | | | | $69,189 | | | | $71,421 | | | | $84,272 | | | | $102,616 | |
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
17
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 below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund invests in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon
18
MFS High Yield Portfolio
Notes to Financial Statements – continued
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, such as futures contracts. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $3,277 | | | | $— | | | | $991,703 | | | | $994,980 | |
U.S. Corporate Bonds | | | — | | | | 350,761,487 | | | | — | | | | 350,761,487 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 270,002 | | | | — | | | | 270,002 | |
Foreign Bonds | | | — | | | | 66,783,173 | | | | — | | | | 66,783,173 | |
Floating Rate Loans | | | — | | | | 7,571,651 | | | | — | | | | 7,571,651 | |
Mutual Funds | | | 10,425,932 | | | | — | | | | — | | | | 10,425,932 | |
Total | | | $10,429,209 | | | | $425,386,313 | | | | $991,703 | | | | $436,807,225 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts – Assets | | | $67,234 | | | | $— | | | | $— | | | | $67,234 | |
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 12/31/16 | | | $— | |
Received as part of a corporate action | | | 991,703 | |
Balance as of 12/31/17 | | | $991,703 | |
At December 31, 2017, 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
19
MFS High Yield 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 during the period were futures contracts and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end futures contracts, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of futures contracts held during the period. The volume of forward foreign currency exchange contracts held during the period is reflected in the derivative tables below.
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, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | |
Interest Rate | | Interest Rate Futures | | | $67,234 | |
(a) | Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities. |
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2017 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Forward Foreign Currency Exchange Contracts | |
Interest Rate | | | $(104,516 | ) | | | $— | |
Foreign Exchange | | | — | | | | (97,244 | ) |
Total | | | $(104,516 | ) | | | $(97,244 | ) |
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, 2017 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Forward Foreign Currency Exchange Contracts | |
Interest Rate | | | $67,234 | | | | $— | |
Foreign Exchange | | | — | | | | (22,529 | ) |
Total | | | $67,234 | | | | $(22,529 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral
20
MFS High Yield Portfolio
Notes to Financial Statements – continued
requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a 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 forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Loans and Other Direct Debt Instruments – The fund invests in loans and loan participations or other receivables. These investments may include standby financing commitments, including revolving credit facilities, which contractually obligate the fund to supply additional cash to the borrower on demand. The fund generally provides this financial support in order to preserve its existing investment or to obtain a more senior secured interest in the assets of the borrower. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. The fund earns certain fees in connection with its floating rate loan purchasing activities. These fees are in addition to interest payments earned and may include amendment fees, commitment fees, facility fees, consent fees, and prepayment fees. Commitment fees are recorded on an accrual basis as income in the accompanying financial statements. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend and interest payments
21
MFS High Yield Portfolio
Notes to Financial Statements – continued
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.
Legal fees and other related expenses incurred to preserve and protect the value of a security owned are added to the cost of the security; other legal fees are expensed. Capital infusions made directly to the security issuer, which are generally non-recurring, incurred to protect or enhance the value of high-yield debt securities, are reported as additions to the cost basis of the security. Costs that are incurred to negotiate the terms or conditions of capital infusions or that are expected to result in a plan of reorganization are reported as realized losses. Ongoing costs incurred to protect or enhance an investment, or costs incurred to pursue other claims or legal actions, are expensed.
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 defaulted bonds, 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:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $29,244,080 | | | | $32,514,884 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $438,245,518 | |
Gross appreciation | | | 8,159,732 | |
Gross depreciation | | | (9,530,791 | ) |
Net unrealized appreciation (depreciation) | | | $(1,371,059 | ) |
Undistributed ordinary income | | | 22,862,321 | |
Capital loss carryforwards | | | (32,124,248 | ) |
As of December 31, 2017, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:
22
MFS High Yield 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 | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $25,150,910 | | | | $28,222,296 | |
Service Class | | | 4,093,170 | | | | 4,292,588 | |
Total | | | $29,244,080 | | | | $32,514,884 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.70% | |
In excess of $1 billion | | | 0.65% | |
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, 2017, this management fee reduction amounted to $36,817, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017, this reduction amounted to $250,821, 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, 2017, the fee was $16,479, which equated to 0.0036% 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, 2017, these costs amounted to $2,005.
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, 2017 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
23
MFS High Yield 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, 2017, the fee paid by the fund under this agreement was $824 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. This money market fund does not pay a management fee to MFS.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $216,559,291 and $253,970,563, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 3,789,799 | | | | $22,219,006 | | | | 7,689,531 | | | | $43,152,094 | |
Service Class | | | 1,361,172 | | | | 8,035,087 | | | | 3,290,862 | | | | 17,996,925 | |
| | | 5,150,971 | | | | $30,254,093 | | | | 10,980,393 | | | | $61,149,019 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 4,412,440 | | | | $25,150,910 | | | | 4,977,477 | | | | $28,222,296 | |
Service Class | | | 727,028 | | | | 4,093,170 | | | | 765,167 | | | | 4,292,588 | |
| | | 5,139,468 | | | | $29,244,080 | | | | 5,742,644 | | | | $32,514,884 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (11,406,776 | ) | | | $(67,327,394 | ) | | | (20,093,516 | ) | | | $(113,826,568 | ) |
Service Class | | | (3,919,122 | ) | | | (22,701,757 | ) | | | (5,265,339 | ) | | | (29,028,462 | ) |
| | | (15,325,898 | ) | | | $(90,029,151 | ) | | | (25,358,855 | ) | | | $(142,855,030 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (3,204,537 | ) | | | $(19,957,478 | ) | | | (7,426,508 | ) | | | $(42,452,178 | ) |
Service Class | | | (1,830,922 | ) | | | (10,573,500 | ) | | | (1,209,310 | ) | | | (6,738,949 | ) |
| | | (5,035,459 | ) | | | $(30,530,978 | ) | | | (8,635,818 | ) | | | $(49,191,127 | ) |
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%, 6%, 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, 2017, the fund’s commitment fee and interest expense were $3,120 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
24
MFS High Yield Portfolio
Notes to Financial Statements – continued
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 9,942,926 | | | | 117,434,187 | | | | (116,950,139 | ) | | | 10,426,974 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(329) | | | $(905 | ) | | | $— | | | | $115,221 | | | | $10,425,932 | |
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 $3,720,000. The fund cannot predict the outcome of this proceeding. Among other things, it is unclear whether the 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; whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability; and the degree to which the fund may be entitled to indemnification from a third party for any amount required to be disgorged. The fund has and will continue to incur legal expenses associated with the defense of this action and in related claims against third parties.
25
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS High Yield Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, 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.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
26
MFS High Yield Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
27
MFS High Yield Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
28
MFS High Yield Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) William Adams David Cole | | |
29
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 each of the one- and five-year periods ended December 31, 2016 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.
30
MFS High Yield 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $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, 2017.
31
MFS High Yield Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
32
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
33
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
34
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | | |
Nestle S.A. | | | 3.8% | |
Roche Holding AG | | | 3.1% | |
AIA Group Ltd. | | | 3.0% | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 2.8% | |
Accenture PLC, “A” | | | 2.8% | |
Pernod Ricard S.A. | | | 2.6% | |
SAP AG | | | 2.6% | |
L’Oréal | | | 2.4% | |
Alibaba Group Holding Ltd., ADR | | | 2.4% | |
LVMH Moet Hennessy Louis Vuitton SE | | | 2.3% | |
| |
Equity sectors | | | | |
Consumer Staples | | | 18.2% | |
Technology | | | 16.8% | |
Health Care | | | 13.2% | |
Financial Services | | | 12.3% | |
Basic Materials | | | 7.9% | |
Special Products & Services | | | 7.0% | |
Industrial Goods & Services | | | 6.7% | |
Retailing | | | 6.1% | |
Leisure | | | 4.4% | |
Transportation | | | 2.5% | |
Energy | | | 2.0% | |
Autos & Housing | | | 1.2% | |
Utilities & Communications | | | 1.0% | |
| | | | |
Issuer country weightings (x) | | | | |
France | | | 17.9% | |
United Kingdom | | | 12.9% | |
Switzerland | | | 12.3% | |
Germany | | | 11.0% | |
Japan | | | 8.7% | |
United States | | | 5.0% | |
China | | | 4.8% | |
Canada | | | 4.1% | |
Taiwan | | | 3.3% | |
Other Countries | | | 20.0% | |
| |
Currency exposure weightings (y) | | | | |
Euro | | | 33.4% | |
British Pound Sterling | | | 13.9% | |
Swiss Franc | | | 12.3% | |
Japanese Yen | | | 8.7% | |
United States Dollar | | | 8.3% | |
Chinese Renminbi | | | 3.8% | |
Hong Kong Dollar | | | 3.5% | |
Taiwan Dollar | | | 3.3% | |
Indian Rupee | | | 2.9% | |
Other Currencies | | | 9.9% | |
(x) | Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents. |
(y) | Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents. |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS International Growth Portfolio (“fund”) provided a total return of 32.64%, while Service Class shares of the fund provided a total return of 32.35%. These compare with a return of 32.01% over the same period for the fund’s benchmark, the MSCI All Country World (ex-US) Growth Index (net div).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Security selection in the retailing sector contributed to performance relative to the MSCI All Country World (ex-US) Growth Index. Within this sector, the fund’s overweight positions in luxury goods companies Kering (France) and LVMH Moet Hennessy Louis Vuitton (France) bolstered relative results. Shares of Kering appreciated during the period as the company reported exceptional sales growth in it’s Gucci brand, as well as strong performance from other luxury brands.
Security selection in the financial services sector also benefited relative performance. Holding shares of banking and financial services provider HDFC Bank (b) (India), and an overweight position in insurance company AIA Group (Hong Kong), supported relative returns. Shares of HDFC bank rose as the company reported strong growth in loans, higher fee income revenues and effective cost controls.
An underweight position in the utilities & communications sector and security selection in the basic materials sector aided relative results. However, there were no individual stocks within either sector that were among the fund’s largest relative contributors during the reporting period.
Elsewhere, the fund’s overweight positions in online and mobile commerce company Alibaba Group Holding (China), IT solutions provider Amadeus IT Holding (Spain), wine and alcoholic beverage producer Pernod Ricard (France) and safety, testing and inspection company Intertek Group (United Kingdom) contributed to relative performance. In addition, the fund’s position in laboratory precision instrument manufacturer Mettler-Toledo (b), and not holding shares of biopharmaceutical company Shire (United Kingdom), further benefited relative returns.
Detractors from Performance
Security selection in the leisure sector weighed on relative results. The fund’s overweight position in communications company WPP (United Kingdom) held back relative returns. Shares of WPP traded lower after the company reported disappointing earnings results,
3
MFS International Growth Portfolio
Management Review – continued
driven by weak organic net sales growth. Additionally, not holding shares of multinational media and ecommerce company Naspers (South Africa), and the fund’s position in advertising and public relations company Publicis Groupe (b) (France), dampened relative performance.
Security selection in the technology sector also detracted from relative results. Within this sector, not holding shares of online and mobile games firm Tencent Holdings (China) detracted from relative returns. Shares of Tencent Holdings rose as the company reported stronger-than-expected revenues from mobile and personal computer gaming and, to a lesser extent, payment and cloud services. Additionally, not holding shares of electronics manufacturer Samsung Electronics (South Korea) hindered relative results.
Other top relative detractors during the period included overweight positions in tobacco company Japan Tobacco (Japan), diagnostics and pharmaceutical company Roche Holding (Switzerland), pharmaceutical firm Novartis (Switzerland) and health, hygiene and home products manufacturer Reckitt Benckiser (United Kingdom).
The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
David Antonelli, Matthew Barrett, and Kevin Dwan
(b) | Security is not a benchmark constituent. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS International Growth Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/03/96 | | 32.64% | | 8.10% | | 4.20% | | |
| | Service Class | | 8/24/01 | | 32.35% | | 7.84% | | 3.94% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | MSCI All Country World (ex-US) Growth Index (net div) (f) | | 32.01% | | 7.97% | | 2.40% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
MSCI All Country World (ex-US) Growth Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance for growth securities in the global developed and emerging markets, excluding the U.S.
It is not possible to invest directly in an index.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 1.06% | | | | $1,000.00 | | | | $1,110.35 | | | | $5.64 | |
| Hypothetical (h) | | | 1.06% | | | | $1,000.00 | | | | $1,019.86 | | | | $5.40 | |
Service Class | | Actual | | | 1.31% | | | | $1,000.00 | | | | $1,109.50 | | | | $6.97 | |
| Hypothetical (h) | | | 1.31% | | | | $1,000.00 | | | | $1,018.60 | | | | $6.67 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS International Growth Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.3% | | | | | | | | |
Aerospace – 0.9% | | | | | |
Rolls-Royce Holdings PLC | | | 127,391 | | | $ | 1,449,827 | |
| | | | | | | | �� |
Alcoholic Beverages – 5.7% | | | | | |
AmBev S.A., ADR | | | 132,718 | | | $ | 857,358 | |
China Resources Enterprise Ltd. | | | 254,000 | | | | 911,921 | |
Diageo PLC | | | 86,281 | | | | 3,157,742 | |
Pernod Ricard S.A. | | | 26,541 | | | | 4,201,974 | |
| | | | | | | | |
| | | | | | $ | 9,128,995 | |
| | | | | | | | |
Apparel Manufacturers – 4.9% | | | | | |
Burberry Group PLC | | | 54,827 | | | $ | 1,326,523 | |
Kering S.A. | | | 5,965 | | | | 2,812,741 | |
LVMH Moet Hennessy Louis Vuitton SE | | | 12,547 | | | | 3,694,376 | |
| | | | | | | | |
| | | | | | $ | 7,833,640 | |
| | | | | | | | |
Broadcasting – 1.8% | | | | | |
Publicis Groupe S.A. | | | 16,539 | | | $ | 1,124,180 | |
WPP PLC | | | 94,987 | | | | 1,721,411 | |
| | | | | | | | |
| | | | | | $ | 2,845,591 | |
| | | | | | | | |
Business Services – 7.0% | | | | | |
Accenture PLC, “A” | | | 28,931 | | | $ | 4,429,047 | |
Brenntag AG | | | 22,792 | | | | 1,437,750 | |
Compass Group PLC | | | 91,945 | | | | 1,988,123 | |
Experian Group Ltd. | | | 64,546 | | | | 1,418,542 | |
Intertek Group PLC | | | 28,374 | | | | 1,988,246 | |
| | | | | | | | |
| | | | | | $ | 11,261,708 | |
| | | | | | | | |
Computer Software – 4.6% | | | | | |
Dassault Systems S.A. | | | 16,902 | | | $ | 1,796,592 | |
OBIC Co. Ltd. | | | 18,700 | | | | 1,374,183 | |
SAP AG | | | 37,351 | | | | 4,188,015 | |
| | | | | | | | |
| | | | | | $ | 7,358,790 | |
| | | | | | | | |
Computer Software – Systems – 3.6% | | | | | |
Amadeus IT Group S.A. | | | 41,550 | | | $ | 2,996,708 | |
NICE Systems Ltd., ADR | | | 30,772 | | | | 2,828,255 | |
| | | | | | | | |
| | | | | | $ | 5,824,963 | |
| | | | | | | | |
Construction – 1.2% | | | | | |
Toto Ltd. | | | 33,600 | | | $ | 1,983,049 | |
| | | | | | | | |
Consumer Products – 5.1% | | | | | |
Kao Corp. | | | 21,500 | | | $ | 1,453,814 | |
L’Oréal | | | 17,536 | | | | 3,891,451 | |
Reckitt Benckiser Group PLC | | | 30,899 | | | | 2,886,490 | |
| | | | | | | | |
| | | | | | $ | 8,231,755 | |
| | | | | | | | |
Containers – 0.7% | | | | | |
Brambles Ltd. | | | 152,673 | | | $ | 1,199,570 | |
| | | | | | | | |
Electrical Equipment – 4.3% | | | | | |
Legrand S.A. | | | 11,447 | | | $ | 881,629 | |
Mettler-Toledo International, Inc. (a) | | | 3,122 | | | | 1,934,142 | |
Prysmian S.p.A. | | | 43,118 | | | | 1,406,677 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Electrical Equipment – continued | | | | | |
Schneider Electric S.A. | | | 31,055 | | | $ | 2,640,337 | |
| | | | | | | | |
| | | | | | $ | 6,862,785 | |
| | | | | | | | |
Electronics – 3.6% | | | | | |
MediaTek, Inc. | | | 86,000 | | | $ | 849,640 | |
Mellanox Technologies Ltd. (a) | | | 7,506 | | | | 485,638 | |
Taiwan Semiconductor Manufacturing | | | | | | | | |
Co. Ltd., ADR | | | 112,010 | | | | 4,441,196 | |
| | | | | | | | |
| | | | | | $ | 5,776,474 | |
| | | | | | | | |
Energy – Independent – 1.1% | | | | | |
Caltex Australia Ltd. | | | 30,686 | | | $ | 815,251 | |
Oil Search Ltd. | | | 157,661 | | | | 958,287 | |
| | | | | | | | |
| | | | | | $ | 1,773,538 | |
| | | | | | | | |
Energy – Integrated – 0.9% | | | | | |
Suncor Energy, Inc. | | | 38,184 | | | $ | 1,401,903 | |
| | | | | | | | |
Food & Beverages – 5.7% | | | | | |
Danone S.A. | | | 37,294 | | | $ | 3,130,065 | |
Nestle S.A. | | | 70,096 | | | | 6,028,062 | |
| | | | | | | | |
| | | | | | $ | 9,158,127 | |
| | | | | | | | |
Food & Drug Stores – 1.3% | | | | | |
Sundrug Co. Ltd. | | | 43,100 | | | $ | 2,004,384 | |
| | | | | | | | |
Gaming & Lodging – 0.9% | | | | | |
Paddy Power Betfair PLC | | | 12,715 | | | $ | 1,515,002 | |
| | | | | | | | |
Insurance – 3.0% | | | | | |
AIA Group Ltd. | | | 555,200 | | | $ | 4,736,310 | |
| | | | | | | | |
Internet – 4.3% | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 22,356 | | | $ | 3,854,845 | |
Baidu, Inc., ADR (a) | | | 9,486 | | | | 2,221,716 | |
NAVER Corp. (a) | | | 920 | | | | 747,653 | |
| | | | | | | | |
| | | | | | $ | 6,824,214 | |
| | | | | | | | |
Leisure & Toys – 0.3% | | | | | |
BANDAI NAMCO Holdings, Inc. | | | 12,300 | | | $ | 402,267 | |
| | | | | | | | |
Machinery & Tools – 1.5% | | | | | |
GEA Group AG | | | 31,214 | | | $ | 1,496,683 | |
Ritchie Bros. Auctioneers, Inc. | | | 32,331 | | | | 968,129 | |
| | | | | | | | |
| | | | | | $ | 2,464,812 | |
| | | | | | | | |
Major Banks – 2.7% | | | | | |
HSBC Holdings PLC | | | 175,652 | | | $ | 1,811,509 | |
UBS AG | | | 137,511 | | | | 2,531,630 | |
| | | | | | | | |
| | | | | | $ | 4,343,139 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.4% | |
Fresenius Medical Care AG & Co. KGaA | | | 21,401 | | | $ | 2,254,013 | |
| | | | | | | | |
Medical Equipment – 3.7% | | | | | |
Essilor International S.A. | | | 16,201 | | | $ | 2,234,485 | |
QIAGEN N.V. | | | 39,641 | | | | 1,237,834 | |
7
MFS International Growth Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Medical Equipment – continued | | | | | |
Terumo Corp. | | | 51,400 | | | $ | 2,435,998 | |
| | | | | | | | |
| | | | | | $ | 5,908,317 | |
| | | | | | | | |
Network & Telecom – 0.7% | | | | | |
LM Ericsson Telephone Co., “B” | | | 159,063 | | | $ | 1,044,184 | |
| | | | | | | | |
Other Banks & Diversified Financials – 6.7% | | | | | |
Aeon Credit Service Co. Ltd. | | | 57,800 | | | $ | 1,346,059 | |
Credicorp Ltd. | | | 5,185 | | | | 1,075,525 | |
DBS Group Holdings Ltd. | | | 97,800 | | | | 1,817,137 | |
Element Fleet Management Corp. | | | 76,935 | | | | 581,450 | |
Grupo Financiero Banorte S.A. de C.V. | | | 163,588 | | | | 897,124 | |
Grupo Financiero Inbursa S.A. de C.V. | | | 200,001 | | | | 326,715 | |
HDFC Bank Ltd. | | | 100,037 | | | | 2,962,750 | |
Julius Baer Group Ltd. | | | 26,867 | | | | 1,643,258 | |
| | | | | | | | |
| | | | | | $ | 10,650,018 | |
| | | | | | | | |
Pharmaceuticals – 8.1% | | | | | |
Bayer AG | | | 23,975 | | | $ | 2,981,892 | |
Novartis AG | | | 42,075 | | | | 3,557,884 | |
Novo Nordisk A.S., “B” | | | 26,697 | | | | 1,439,255 | |
Roche Holding AG | | | 19,723 | | | | 4,989,193 | |
| | | | | | | | |
| | | | | | $ | 12,968,224 | |
| | | | | | | | |
Railroad & Shipping – 2.5% | | | | | |
Adani Ports and Special Economic Zone Ltd. | | | 54,355 | | | $ | 345,448 | |
Canadian National Railway Co. | | | 44,226 | | | | 3,648,645 | |
| | | | | | | | |
| | | | | | $ | 3,994,093 | |
| | | | | | | | |
Restaurants – 1.4% | | | | | |
Whitbread PLC | | | 28,793 | | | $ | 1,554,996 | |
Yum China Holdings, Inc. | | | 16,278 | | | | 651,445 | |
| | | | | | | | |
| | | | | | $ | 2,206,441 | |
| | | | | | | | |
Specialty Chemicals – 7.1% | | | | | |
Akzo Nobel N.V. | | | 30,529 | | | $ | 2,674,737 | |
Croda International PLC | | | 22,466 | | | | 1,341,909 | |
L’Air Liquide S.A. | | | 18,104 | | | | 2,281,904 | |
Linde AG (a) | | | 10,670 | | | | 2,491,986 | |
Sika AG | | | 126 | | | | 1,000,811 | |
Symrise AG | | | 18,662 | | | | 1,600,016 | |
| | | | | | | | |
| | | | | | $ | 11,391,363 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Telecommunications – Wireless – 1.0% | | | | | |
SoftBank Corp. | | | 20,400 | | | $ | 1,614,981 | |
| | | | | | | | |
Tobacco – 1.6% | | | | | |
ITC Ltd. | | | 332,866 | | | $ | 1,372,872 | |
Japan Tobacco, Inc. | | | 38,300 | | | | 1,234,234 | |
| | | | | | | | |
| | | | | | $ | 2,607,106 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $94,697,195) | | | | | | $ | 159,019,583 | |
| | | | | | | | |
|
INVESTMENT COMPANIES (h) – 0.6% | |
Money Market Funds – 0.6% | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $956,611) | | | 956,706 | | | $ | 956,611 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.1% | | | | | | | 158,576 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 160,134,770 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $956,611 and $159,019,583, respectively. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $94,697,195) | | | $159,019,583 | |
Investments in affiliated issuers, at value (identified cost, $956,611) | | | 956,611 | |
Foreign currency, at value (identified cost, $35,230) | | | 35,414 | |
Receivables for | | | | |
Investments sold | | | 136,573 | |
Fund shares sold | | | 46,757 | |
Interest and dividends | | | 530,405 | |
Other assets | | | 1,406 | |
Total assets | | | $160,726,749 | |
Liabilities | | | | |
Payables for | | | | |
Investments purchased | | | $51,541 | |
Fund shares reacquired | | | 407,672 | |
Payable to affiliates | | | | |
Investment adviser | | | 15,978 | |
Shareholder servicing costs | | | 53 | |
Distribution and/or service fees | | | 810 | |
Payable for independent Trustees’ compensation | | | 32 | |
Deferred country tax expense payable | | | 9,410 | |
Accrued expenses and other liabilities | | | 106,483 | |
Total liabilities | | | $591,979 | |
Net assets | | | $160,134,770 | |
Net assets consist of | | | | |
Paid-in capital | | | $82,887,523 | |
Unrealized appreciation (depreciation) (net of $9,410 deferred country tax) | | | 64,312,913 | |
Accumulated net realized gain (loss) | | | 11,486,534 | |
Undistributed net investment income | | | 1,447,800 | |
Net assets | | | $160,134,770 | |
Shares of beneficial interest outstanding | | | 10,348,564 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $130,590,531 | | | | 8,426,154 | | | | $15.50 | |
Service Class | | | 29,544,239 | | | | 1,922,410 | | | | 15.37 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $3,464,418 | |
Income on securities loaned | | | 15,122 | |
Dividends from affiliated issuers | | | 8,330 | |
Foreign taxes withheld | | | (315,968 | ) |
Total investment income | | | $3,171,902 | |
Expenses | | | | |
Management fee | | | $1,421,355 | |
Distribution and/or service fees | | | 69,077 | |
Shareholder servicing costs | | | 6,118 | |
Administrative services fee | | | 34,527 | |
Independent Trustees’ compensation | | | 4,447 | |
Custodian fee | | | 90,056 | |
Shareholder communications | | | 17,281 | |
Audit and tax fees | | | 72,682 | |
Legal fees | | | 2,891 | |
Miscellaneous | | | 14,912 | |
Total expenses | | | $1,733,346 | |
Reduction of expenses by investment adviser | | | (12,630 | ) |
Net expenses | | | $1,720,716 | |
Net investment income (loss) | | | $1,451,186 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $13,253,467 | |
Affiliated issuers | | | (82 | ) |
Foreign currency | | | 3,265 | |
Net realized gain (loss) | | | $13,256,650 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers (net of $46,385 decrease in deferred country tax) | | | $29,749,297 | |
Affiliated issuers | | | (21 | ) |
Translation of assets and liabilities in foreign currencies | | | 25,113 | |
Net unrealized gain (loss) | | | $29,774,389 | |
Net realized and unrealized gain (loss) | | | $43,031,039 | |
Change in net assets from operations | | | $44,482,225 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $1,451,186 | | | | $2,043,637 | |
Net realized gain (loss) | | | 13,256,650 | | | | 3,756,460 | |
Net unrealized gain (loss) | | | 29,774,389 | | | | (1,451,991 | ) |
Change in net assets from operations | | | $44,482,225 | | | | $4,348,106 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(2,027,014 | ) | | | $(1,741,896 | ) |
From net realized gain | | | (3,658,187 | ) | | | (7,952,532 | ) |
Total distributions declared to shareholders | | | $(5,685,201 | ) | | | $(9,694,428 | ) |
Change in net assets from fund share transactions | | | $(30,606,861 | ) | | | $(7,335,231 | ) |
Total change in net assets | | | $8,190,163 | | | | $(12,681,553 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 151,944,607 | | | | 164,626,160 | |
At end of period (including undistributed net investment income of $1,447,800 and $2,020,363, respectively) | | | $160,134,770 | | | | $151,944,607 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.13 | | | | $12.57 | | | | $13.29 | | | | $14.77 | | | | $13.13 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.14 | | | | $0.17 | (c) | | | $0.13 | | | | $0.21 | | | | $0.14 | |
Net realized and unrealized gain (loss) | | | 3.77 | | | | 0.19 | | | | (0.11 | )(g) | | | (0.90 | ) | | | 1.70 | |
Total from investment operations | | | $3.91 | | | | $0.36 | | | | $0.02 | | | | $(0.69 | ) | | | $1.84 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.20 | ) | | | $(0.15 | ) | | | $(0.22 | ) | | | $(0.13 | ) | | | $(0.19 | ) |
From net realized gain | | | (0.34 | ) | | | (0.65 | ) | | | (0.52 | ) | | | (0.66 | ) | | | (0.01 | ) |
Total distributions declared to shareholders | | | $(0.54 | ) | | | $(0.80 | ) | | | $(0.74 | ) | | | $(0.79 | ) | | | $(0.20 | ) |
Net asset value, end of period (x) | | | $15.50 | | | | $12.13 | | | | $12.57 | | | | $13.29 | | | | $14.77 | |
Total return (%) (k)(r)(s)(x) | | | 32.64 | | | | 2.49 | (c) | | | 0.32 | | | | (4.98 | ) | | | 14.09 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.05 | | | | 0.91 | (c) | | | 1.03 | | | | 1.02 | | | | 1.03 | |
Expenses after expense reductions (f) | | | 1.05 | | | | 0.91 | (c) | | | 1.03 | | | | 1.01 | | | | 1.03 | |
Net investment income (loss) | | | 0.96 | | | | 1.33 | (c) | | | 0.99 | | | | 1.44 | | | | 0.98 | |
Portfolio turnover | | | 10 | | | | 15 | | | | 22 | | | | 22 | | | | 26 | |
Net assets at end of period (000 omitted) | | | $130,591 | | | | $126,668 | | | | $138,482 | | | | $164,724 | | | | $186,566 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.03 | | | | $12.48 | | | | $13.19 | | | | $14.66 | | | | $13.04 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.10 | | | | $0.13 | (c) | | | $0.10 | | | | $0.17 | | | | $0.10 | |
Net realized and unrealized gain (loss) | | | 3.74 | | | | 0.18 | | | | (0.11 | )(g) | | | (0.88 | ) | | | 1.68 | |
Total from investment operations | | | $3.84 | | | | $0.31 | | | | $(0.01 | ) | | | $(0.71 | ) | | | $1.78 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.16 | ) | | | $(0.11 | ) | | | $(0.18 | ) | | | $(0.10 | ) | | | $(0.15 | ) |
From net realized gain | | | (0.34 | ) | | | (0.65 | ) | | | (0.52 | ) | | | (0.66 | ) | | | (0.01 | ) |
Total distributions declared to shareholders | | | $(0.50 | ) | | | $(0.76 | ) | | | $(0.70 | ) | | | $(0.76 | ) | | | $(0.16 | ) |
Net asset value, end of period (x) | | | $15.37 | | | | $12.03 | | | | $12.48 | | | | $13.19 | | | | $14.66 | |
Total return (%) (k)(r)(s)(x) | | | 32.35 | | | | 2.15 | (c) | | | 0.10 | | | | (5.19 | ) | | | 13.76 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.30 | | | | 1.16 | (c) | | | 1.28 | | | | 1.27 | | | | 1.28 | |
Expenses after expense reductions (f) | | | 1.30 | | | | 1.16 | (c) | | | 1.28 | | | | 1.26 | | | | 1.28 | |
Net investment income (loss) | | | 0.70 | | | | 1.08 | (c) | | | 0.72 | | | | 1.19 | | | | 0.72 | |
Portfolio turnover | | | 10 | | | | 15 | | | | 22 | | | | 22 | | | | 26 | |
Net assets at end of period (000 omitted) | | | $29,544 | | | | $25,277 | | | | $26,144 | | | | $30,365 | | | | $33,065 | |
See Notes to Financial Statements
12
MFS International Growth Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(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 market, economic, industry, political, regulatory, geopolitical, and other conditions. Investments in emerging markets can involve additional and greater risks than the risks associated with investments in developed foreign markets. Emerging markets can have less developed markets, greater custody and operational risk, less developed legal, regulatory, and accounting systems, and greater political, social, and economic instability than developed markets.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
France | | | $28,689,736 | | | | $— | | | | $— | | | | $28,689,736 | |
United Kingdom | | | 9,098,164 | | | | 11,547,153 | | | | — | | | | 20,645,317 | |
Switzerland | | | 19,750,839 | | | | — | | | | — | | | | 19,750,839 | |
Germany | | | 8,934,013 | | | | 8,754,175 | | | | — | | | | 17,688,188 | |
Japan | | | 13,848,968 | | | | — | | | | — | | | | 13,848,968 | |
China | | | 7,639,927 | | | | — | | | | — | | | | 7,639,927 | |
United States | | | 6,848,826 | | | | — | | | | — | | | | 6,848,826 | |
Canada | | | 6,600,127 | | | | — | | | | — | | | | 6,600,127 | |
Taiwan | | | 5,290,836 | | | | — | | | | — | | | | 5,290,836 | |
Other Countries | | | 32,016,819 | | | | — | | | | — | | | | 32,016,819 | |
Mutual Funds | | | 956,611 | | | | — | | | | — | | | | 956,611 | |
Total | | | $139,674,866 | | | | $20,301,328 | | | | $— | | | | $159,976,194 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $9,352,662 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $59,279,541 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 using other observable market-based inputs. 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. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, 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.
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:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $2,624,100 | | | | $2,239,503 | |
Long-term capital gains | | | 3,061,101 | | | | 7,454,925 | |
Total distributions | | | $5,685,201 | | | | $9,694,428 | |
16
MFS International Growth Portfolio
Notes to Financial Statements – continued
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $97,289,309 | |
Gross appreciation | | | 64,974,748 | |
Gross depreciation | | | (2,287,863 | ) |
Net unrealized appreciation (depreciation) | | | $62,686,885 | |
Undistributed ordinary income | | | 2,191,663 | |
Undistributed long-term capital gain | | | 12,374,709 | |
Other temporary differences | | | (6,010 | ) |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $1,717,623 | | | | $1,510,832 | | | | $3,003,332 | | | | $6,620,188 | |
Service Class | | | 309,391 | | | | 231,064 | | | | 654,855 | | | | 1,332,344 | |
Total | | | $2,027,014 | | | | $1,741,896 | | | | $3,658,187 | | | | $7,952,532 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.90% | |
In excess of $1 billion and up to $2 billion | | | 0.80% | |
In excess of $2 billion | | | 0.70% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $12,630, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2017, the fee was $5,315, 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, 2017, these costs amounted to $803.
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, 2017 was equivalent to an annual effective rate of 0.0219% of the fund’s average daily net assets.
17
MFS International Growth Portfolio
Notes to Financial Statements – continued
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, 2017, the fee paid by the fund under this agreement was $278 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $84,003 and $280,967, respectively. The sales transactions resulted in net realized gains (losses) of $104,636.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $15,383,040 and $49,691,159, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 139,977 | | | | $1,972,502 | | | | 268,714 | | | | $3,352,327 | |
Service Class | | | 227,489 | | | | 3,210,047 | | | | 280,668 | | | | 3,412,366 | |
| | | 367,466 | | | | $5,182,549 | | | | 549,382 | | | | $6,764,693 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 331,528 | | | | $4,720,955 | | | | 632,272 | | | | $8,131,020 | |
Service Class | | | 68,241 | | | | 964,246 | | | | 122,428 | | | | 1,563,408 | |
| | | 399,769 | | | | $5,685,201 | | | | 754,700 | | | | $9,694,428 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (2,487,693 | ) | | | $(34,870,112 | ) | | | (1,473,003 | ) | | | $(18,852,761 | ) |
Service Class | | | (473,779 | ) | | | (6,604,499 | ) | | | (398,059 | ) | | | (4,941,591 | ) |
| | | (2,961,472 | ) | | | $(41,474,611 | ) | | | (1,871,062 | ) | | | $(23,794,352 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (2,016,188 | ) | | | $(28,176,655 | ) | | | (572,017 | ) | | | $(7,369,414 | ) |
Service Class | | | (178,049 | ) | | | (2,430,206 | ) | | | 5,037 | | | | 34,183 | |
| | | (2,194,237 | ) | | | $(30,606,861 | ) | | | (566,980 | ) | | | $(7,335,231 | ) |
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%, 13%, 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,
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, 2017, the fund’s commitment fee and interest expense were $1,048 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | | | 1,508,315 | | | | 25,484,707 | | | | (26,036,316 | ) | | | 956,706 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | | $(82 | ) | | | $(21 | ) | | | $— | | | | $8,330 | | | | $956,611 | |
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS International Growth Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
20
MFS International Growth Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
21
MFS International Growth Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
22
MFS International Growth Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) David 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 the one-year period and the 3rd quintile for the five-year period ended December 31, 2016 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 International Growth 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 Broadridge. The Trustees considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was lower than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on 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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $3,368,000 as capital gain dividends paid during the fiscal year.
Income derived from foreign sources was $3,100,520. The fund intends to pass through foreign tax credits of $268,580 for the fiscal year.
26
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
27
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
28
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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. | | | 4.4% | |
Danone S.A. | | | 2.7% | |
Reckitt Benckiser Group PLC | | | 2.7% | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 2.5% | |
Pernod Ricard S.A. | | | 2.4% | |
Givaudan S.A. | | | 2.4% | |
Colgate-Palmolive Co. | | | 2.4% | |
Kao Corp. | | | 2.4% | |
Henkel AG & Co. KGaA | | | 2.3% | |
Amadeus IT Group S.A. | | | 2.3% | |
| |
Equity sectors | | | | |
Consumer Staples | | | 30.6% | |
Technology | | | 16.3% | |
Financial Services | | | 13.5% | |
Special Products & Services | | | 10.1% | |
Industrial Goods & Services | | | 9.6% | |
Basic Materials | | | 6.1% | |
Health Care | | | 4.9% | |
Utilities & Communications | | | 1.5% | |
Transportation | | | 1.1% | |
Retailing | | | 0.9% | |
Leisure | | | 0.9% | |
Energy | | | 0.9% | |
Autos & Housing | | | 0.5% | |
| | | | |
Issuer country weightings (x) | | | | |
Japan | | | 22.2% | |
United Kingdom | | | 14.7% | |
United States | | | 13.2% | |
Germany | | | 12.6% | |
Switzerland | | | 12.0% | |
France | | | 9.6% | |
Netherlands | | | 3.3% | |
Taiwan | | | 2.5% | |
Spain | | | 2.3% | |
Other Countries | | | 7.6% | |
| |
Currency exposure weightings (y) | | | | |
Euro | | | 30.5% | |
Japanese Yen | | | 18.6% | |
United States Dollar | | | 16.4% | |
British Pound Sterling | | | 14.7% | |
Swiss Franc | | | 12.0% | |
Taiwan Dollar | | | 2.5% | |
Australian Dollar | | | 1.8% | |
Swedish Krona | | | 1.1% | |
Canadian Dollar | | | 1.1% | |
Other Currencies | | | 1.3% | |
(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 and Other. |
(y) | Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents and Other. |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS International Value Portfolio (“fund”) provided a total return of 27.14%, while Service Class shares of the fund provided a total return of 26.82%. These compare with a return of 21.44% over the same period for the fund’s benchmark, the MSCI EAFE Value Index (net div).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Both security selection and an overweight position in the strong-performing technology sector were positive factors affecting the fund’s performance relative to the MSCI EAFE Value Index. The fund’s holdings of tourism and travel IT solutions provider Amadeus IT Group (b) (Spain), integrated circuits and electronic devices developer Cadence Design Systems (b), computer graphics processors maker NVIDIA (b), semiconductor and system solutions provider Infineon Technologies (b) and semiconductor company Taiwan Semiconductor Manufacturing (b) (Taiwan) all benefited relative returns. Shares of Amadeus IT Group advanced over the reporting period on the back of solid underlying business trends that translated into strong earnings growth.
Stock selection in both the consumer staples and industrial goods & services sectors also helped strengthen relative results. Within the consumer staples sector, the fund’s holdings of French wine and alcoholic beverage producer Pernod Ricard (b) and Japanese household and industrial products manufacturer Kao (b) boosted relative performance. Strong organic sales growth, notably from Asia, appeared to have helped fuel investor enthusiasm for Pernod Ricard’s stock over the reporting period. Although security selection in the industrial goods & services sector benefited relative returns, there were no stocks within this sector that were among the fund’s largest relative contributors during the reporting period.
The combination of an underweight position and stock selection within the health care sector also helped relative performance, led by the fund’s avoidance of poor-performing pharmaceutical firm GlaxoSmithKline (United Kingdom). Shares of GlaxoSmithKline declined, in the latter part of the period, as management reduced its long-term outlook due to rising research and development and other operating expenditures.
Elsewhere, the fund’s overweight positions in investment bank and brokerage house Nomura Research Institute (Japan) and residential real estate management company Vonovia (Germany) benefited relative returns.
3
MFS International Value Portfolio
Management Review – continued
Detractors from Performance
Stock selection in both the basic materials and transportation sectors hurt relative performance during the reporting period. Within the basic materials sector, holding shares of Australian supply chain support services and information management solutions provider Brambles (b) weighed on relative returns as, early in the period, weakness in its U.S. business led management to reduce its earnings outlook for the remainder of the year. Within the transportation sector, an overweight position in parcel delivery services company Yamato Holdings (Japan) hindered relative results. Shares of Yamato lagged the benchmark over the reporting period as the company was unable to pass on the full impact of higher labor costs in its package delivery pricing to customers without negatively impacting shipping volumes.
Stocks in other sectors that weakened relative performance included not owning shares of strong-performing financial services companies HSBC (United Kingdom) and Allianz (Germany), as well as holding shares of household products manufacturer Reckitt Benckiser Group (b) (United Kingdom), chemical and consumer goods company Henkel (b) (Germany) and insurance and financial services company Fairfax Financial Holdings (b) (Canada). Shares of HSBC rose during the reporting period as an improving capital position and better-than-expected revenues supported strong earnings results. The fund’s overweight positions in tobacco company Japan Tobacco (Japan) and telecommunications company KDDI (Japan) also hurt relative results. Shares of Japan Tobacco lagged the benchmark during the reporting period as management reduced its full-year earnings guidance on the back of weaker-than-expected cigarette sales.
The fund’s cash and/or cash equivalents position during the period was also a detractor from relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
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 negative factor that hindered 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.
Respectfully,
Portfolio Manager(s)
Pablo De La Mata and Benjamin Stone
(b) | Security is not a benchmark constituent. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS International Value Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | �� | 10-yr | | |
| | Initial Class | | 10/02/95 | | 27.14% | | 12.83% | | 6.98% | | |
| | Service Class | | 8/24/01 | | 26.82% | | 12.57% | | 6.72% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | MSCI EAFE Value Index (net div) (f) | | 21.44% | | 6.95% | | 1.15% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
MSCI EAFE (Europe, Australasia, Far East) Value Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance for value securities in the developed markets, excluding the U.S. and Canada.
It is not possible to invest directly in an index.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.90% | | | | $1,000.00 | | | | $1,094.86 | | | | $4.75 | |
| Hypothetical (h) | | | 0.90% | | | | $1,000.00 | | | | $1,020.67 | | | | $4.58 | |
Service Class | | Actual | | | 1.15% | | | | $1,000.00 | | | | $1,093.55 | | | | $6.07 | |
| Hypothetical (h) | | | 1.15% | | | | $1,000.00 | | | | $1,019.41 | | | | $5.85 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS International Value Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 94.6% | | | | | | | | |
Airlines – 0.3% | | | | | | | | |
Ryanair Holdings PLC (a) | | | 60,363 | | | $ | 6,289,221 | |
| | | | | | | | |
Alcoholic Beverages – 4.7% | | | | | | | | |
Diageo PLC | | | 286,447 | | | $ | 10,483,486 | |
Heineken N.V. | | | 335,180 | | | | 34,960,246 | |
Pernod Ricard S.A. | | | 316,290 | | | | 50,075,069 | |
| | | | | | | | |
| | | | | | $ | 95,518,801 | |
| | | | | | | | |
Apparel Manufacturers – 0.8% | | | | | | | | |
Compagnie Financiere Richemont S.A. | | | 172,532 | | | $ | 15,634,025 | |
| | | | | | | | |
Automotive – 0.3% | | | | | | | | |
USS Co. Ltd. | | | 265,800 | | | $ | 5,628,567 | |
| | | | | | | | |
Brokerage & Asset Managers – 0.6% | | | | | |
Daiwa Securities Group, Inc. | | | 1,108,000 | | | $ | 6,951,366 | |
IG Group Holdings PLC | | | 648,386 | | | | 6,262,068 | |
| | | | | | | | |
| | | | | | $ | 13,213,434 | |
| | | | | | | | |
Business Services – 10.1% | | | | | | | | |
Brenntag AG | | | 235,569 | | | $ | 14,860,007 | |
Bunzl PLC | | | 993,826 | | | | 27,802,406 | |
Compass Group PLC | | | 1,817,330 | | | | 39,296,048 | |
Experian Group Ltd. | | | 618,149 | | | | 13,585,203 | |
Intertek Group PLC | | | 216,973 | | | | 15,203,912 | |
Nomura Research Institute Ltd. | | | 781,600 | | | | 36,348,649 | |
Rentokil Initial PLC | | | 966,658 | | | | 4,135,663 | |
Secom Co. Ltd. | | | 293,400 | | | | 22,151,798 | |
SGS S.A. | | | 9,850 | | | | 25,685,104 | |
Sohgo Security Services Co. Ltd. | | | 145,800 | | | | 7,932,141 | |
| | | | | | | | |
| | | | | | $ | 207,000,931 | |
| | | | | | | | |
Chemicals – 2.9% | | | | | | | | |
Givaudan S.A. | | | 21,558 | | | $ | 49,821,557 | |
Orica Ltd. | | | 700,957 | | | | 9,899,286 | |
| | | | | | | | |
| | | | | | $ | 59,720,843 | |
| | | | | | | | |
Computer Software – 5.5% | | | | | | | | |
ANSYS, Inc. (a) | | | 153,383 | | | $ | 22,637,797 | |
Cadence Design Systems, Inc. (a) | | | 1,013,635 | | | | 42,390,216 | |
Check Point Software Technologies Ltd. (a) | | | 103,130 | | | | 10,686,330 | |
Dassault Systems S.A. | | | 187,907 | | | | 19,973,509 | |
OBIC Co. Ltd. | | | 238,000 | | | | 17,489,594 | |
| | | | | | | | |
| | | | | | $ | 113,177,446 | |
| | | | | | | | |
Computer Software – Systems – 2.3% | | | | | |
Amadeus IT Group S.A. | | | 638,339 | | | $ | 46,038,886 | |
| | | | | | | | |
Construction – 0.3% | | | | | | | | |
Geberit AG | | | 12,984 | | | $ | 5,717,517 | |
| | | | | | | | |
Consumer Products – 10.0% | | | | | | | | |
Colgate-Palmolive Co. | | | 650,121 | | | $ | 49,051,630 | |
Kao Corp. | | | 711,500 | | | | 48,111,103 | |
Kobayashi Pharmaceutical Co. Ltd. | | | 302,800 | | | | 19,671,586 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Consumer Products – continued | | | | | | | | |
KOSE Corp. | | | 28,300 | | | $ | 4,417,990 | |
L’Oréal | | | 83,041 | | | | 18,427,805 | |
Reckitt Benckiser Group PLC | | | 585,807 | | | | 54,724,294 | |
ROHTO Pharmaceutical Co. Ltd. | | | 410,500 | | | | 10,966,097 | |
| | | | | | | | |
| | | | | | $ | 205,370,505 | |
| | | | | | | | |
Containers – 1.3% | | | | | | | | |
Brambles Ltd. | | | 3,416,607 | | | $ | 26,844,693 | |
| | | | | | | | |
Electrical Equipment – 5.3% | | | | | | | | |
IMI PLC | | | 1,129,330 | | | $ | 20,215,819 | |
Legrand S.A. | | | 340,214 | | | | 26,202,713 | |
OMRON Corp. | | | 319,400 | | | | 19,049,195 | |
Schneider Electric S.A. | | | 301,982 | | | | 25,674,909 | |
Spectris PLC | | | 294,966 | | | | 9,860,783 | |
Yokogawa Electric Corp. | | | 404,900 | | | | 7,754,819 | |
| | | | | | | | |
| | | | | | $ | 108,758,238 | |
| | | | | | | | |
Electronics – 8.5% | | | | | | | | |
Analog Devices, Inc. | | | 178,645 | | | $ | 15,904,764 | |
Halma PLC | | | 1,092,746 | | | | 18,544,662 | |
Hirose Electric Co. Ltd. | | | 137,700 | | | | 20,127,970 | |
Infineon Technologies AG | | | 1,115,106 | | | | 30,456,089 | |
NVIDIA Corp. | | | 24,979 | | | | 4,833,436 | |
Samsung Electronics Co. Ltd. | | | 1,621 | | | | 3,858,118 | |
Taiwan Semiconductor Manufacturing | | | | | | | | |
Co. Ltd., ADR | | | 1,300,549 | | | | 51,566,768 | |
Texas Instruments, Inc. | | | 272,686 | | | | 28,479,326 | |
| | | | | | | | |
| | | | | | $ | 173,771,133 | |
| | | | | | | | |
Energy – Independent – 0.5% | | | | | | | | |
Cairn Energy PLC (a) | | | 613,495 | | | $ | 1,756,330 | |
INPEX Corp. | | | 598,100 | | | | 7,479,236 | |
| | | | | | | | |
| | | | | | $ | 9,235,566 | |
| | | | | | | | |
Engineering – Construction – 0.2% | | | | | | | | |
Wartsila Corp. | | | 69,610 | | | $ | 4,393,231 | |
| | | | | | | | |
Food & Beverages – 10.6% | | | | | | | | |
Danone S.A. | | | 659,929 | | | $ | 55,387,484 | |
ITO EN Ltd. | | | 472,200 | | | | 18,607,215 | |
Kerry Group PLC | | | 217,686 | | | | 24,421,302 | |
Nestle S.A. | | | 1,054,647 | | | | 90,696,720 | |
Nissan Foods Holdings Co. Ltd. | | | 78,900 | | | | 5,763,009 | |
Toyo Suisan Kaisha Ltd. | | | 492,200 | | | | 21,033,441 | |
| | | | | | | | |
| | | | | | $ | 215,909,171 | |
| | | | | | | | |
Insurance – 2.0% | | | | | | | | |
Fairfax Financial Holdings Ltd. | | | 41,605 | | | $ | 22,154,249 | |
Hiscox Ltd. | | | 561,967 | | | | 11,076,543 | |
Jardine Lloyd Thompson Group PLC | | | 411,759 | | | | 7,733,080 | |
| | | | | | | | |
| | | | | | $ | 40,963,872 | |
| | | | | | | | |
7
MFS International Value Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Leisure & Toys – 0.1% | | | | | | | | |
Yamaha Corp. | | | 70,800 | | | $ | 2,613,960 | |
| | | | | | | | |
Machinery & Tools – 4.1% | | | | | | | | |
GEA Group AG | | | 477,414 | | | $ | 22,891,564 | |
Glory Ltd. | | | 57,000 | | | | 2,152,518 | |
Misumi Group, Inc. | | | 334,600 | | | | 9,740,297 | |
Neopost S.A. | | | 1,677 | | | | 48,292 | |
Nordson Corp. | | | 143,915 | | | | 21,069,156 | |
Schindler Holding AG | | | 37,310 | | | | 8,588,058 | |
Spirax Sarco Engineering PLC | | | 248,151 | | | | 18,780,815 | |
| | | | | | | | |
| | | | | | $ | 83,270,700 | |
| | | | | | | | |
Major Banks – 3.0% | | | | | | | | |
Sumitomo Mitsui Financial Group, Inc. | | | 342,600 | | | $ | 14,801,658 | |
Svenska Handelsbanken AB, “A” | | | 1,657,621 | | | | 22,672,536 | |
UBS AG | | | 1,274,340 | | | | 23,461,090 | |
| | | | | | | | |
| | | | | | $ | 60,935,284 | |
| | | | | | | | |
Medical Equipment – 2.1% | | | | | | | | |
Dentsply Sirona, Inc. | | | 222,872 | | | $ | 14,671,664 | |
Nihon Kohden Corp. | | | 516,800 | | | | 11,994,071 | |
Terumo Corp. | | | 356,800 | | | | 16,909,803 | |
| | | | | | | | |
| | | | | | $ | 43,575,538 | |
| | | | | | | | |
Oil Services – 0.4% | | | | | | | | |
Core Laboratories N.V. | | | 78,285 | | | $ | 8,576,122 | |
| | | | | | | | |
Other Banks & Diversified Financials – 3.3% | |
Bank of Ireland Group PLC (a) | | | 247,997 | | | $ | 2,111,181 | |
Chiba Bank Ltd. | | | 835,000 | | | | 6,951,232 | |
DnB NOR A.S.A. | | | 466,516 | | | | 8,642,131 | |
Hachijuni Bank Ltd. | | | 819,500 | | | | 4,705,716 | |
ING Groep N.V. | | | 943,108 | | | | 17,341,578 | |
Julius Baer Group Ltd. | | | 89,322 | | | | 5,463,175 | |
Jyske Bank A.S. | | | 103,830 | | | | 5,910,480 | |
Mebuki Financial Group, Inc. | | | 1,376,200 | | | | 5,826,025 | |
North Pacific Bank Ltd. | | | 1,226,000 | | | | 4,112,962 | |
Sydbank A.S. | | | 137,674 | | | | 5,544,947 | |
| | | | | | | | |
| | | | | | $ | 66,609,427 | |
| | | | | | | | |
Pharmaceuticals – 2.8% | | | | | | | | |
Bayer AG | | | 158,236 | | | $ | 19,680,608 | |
Roche Holding AG | | | 64,028 | | | | 16,196,728 | |
Santen Pharmaceutical Co. Ltd. | | | 1,332,900 | | | | 20,950,219 | |
| | | | | | | | |
| | | | | | $ | 56,827,555 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Printing & Publishing – 0.8% | | | | | | | | |
RELX N.V. | | | 675,575 | | | $ | 15,534,923 | |
| | | | | | | | |
Real Estate – 4.6% | | | | | | | | |
Deutsche Wohnen SE | | | 778,884 | | | $ | 33,960,056 | |
LEG Immobilien AG | | | 114,272 | | | | 13,043,067 | |
TAG Immobilien AG | | | 437,129 | | | | 8,289,968 | |
Vonovia SE | | | 803,008 | | | | 39,748,987 | |
| | | | | | | | |
| | | | | | $ | 95,042,078 | |
| | | | | | | | |
Specialty Chemicals – 1.8% | | | | | | | | |
Croda International PLC | | | 66,379 | | | $ | 3,964,862 | |
Sika AG | | | 575 | | | | 4,567,192 | |
Symrise AG | | | 335,584 | | | | 28,771,828 | |
| | | | | | | | |
| | | | | | $ | 37,303,882 | |
| | | | | | | | |
Specialty Stores – 0.1% | | | | | | | | |
Esprit Holdings Ltd. (a) | | | 5,030,258 | | | $ | 2,691,269 | |
| | | | | | | | |
Telecommunications – Wireless – 1.5% | | | | | |
KDDI Corp. | | | 1,218,500 | | | $ | 30,328,673 | |
| | | | | | | | |
Tobacco – 3.0% | | | | | | | | |
British American Tobacco PLC | | | 535,522 | | | $ | 36,142,633 | |
Japan Tobacco, Inc. | | | 809,000 | | | | 26,070,371 | |
| | | | | | | | |
| | | | | | $ | 62,213,004 | |
| | | | | | | | |
Trucking – 0.8% | | | | | | | | |
Yamato Holdings Co. Ltd. | | | 855,900 | | | $ | 17,224,347 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $1,316,936,913) | | | $ | 1,935,932,842 | |
| | | | | | | | |
| | |
PREFERRED STOCKS – 2.3% | | | | | | | | |
Consumer Products – 2.3% | | | | | | | | |
Henkel AG & Co. KGaA (Identified Cost, $30,414,202) | | | 350,909 | | | $ | 46,333,858 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 2.8% | | | | | |
Money Market Funds – 2.8% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $57,383,828) | | | 57,389,567 | | | $ | 57,383,828 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.3% | | | | | | | 6,011,052 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 2,045,661,580 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $57,383,828 and $1,982,266,700, respectively. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
PLC | | Public Limited Company |
8
MFS International Value 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 12/31/17
Forward Foreign Currency Exchange Contracts
| | | | | | | | | | | | | | | | | | | | |
| | Currency Purchased | | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
| | Asset Derivatives | | | | | | | | | | |
| | EUR | | | 7,965,500 | | | USD | | 9,506,904 | | Deutsche Bank AG | | | 2/23/2018 | | | $ | 78,585 | |
| | EUR | | | 7,965,500 | | | USD | | 9,482,928 | | Morgan Stanley Capital Services, Inc. | | | 2/23/2018 | | | | 102,562 | |
| | USD | | | 38,368,244 | | | JPY | | 4,135,866,500 | | Deutsche Bank AG | | | 2/23/2018 | | | | 1,574,353 | |
| | USD | | | 38,360,771 | | | JPY | | 4,135,866,500 | | Morgan Stanley Capital Services, Inc. | | | 2/23/2018 | | | | 1,566,879 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 3,322,379 | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Financial Statements
9
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $1,347,351,115) | | | $1,982,266,700 | |
Investments in affiliated issuers, at value (identified cost, $57,383,828) | | | 57,383,828 | |
Foreign currency, at value (identified cost, $752,007) | | | 759,396 | |
Receivables for | | | | |
Forward foreign currency exchange contracts | | | 3,322,379 | |
Investments sold | | | 1,619,086 | |
Fund shares sold | | | 524,761 | |
Dividends | | | 4,357,730 | |
Other assets | | | 11,029 | |
Total assets | | | $2,050,244,909 | |
Liabilities | | | | |
Payable to custodian | | | $32 | |
Payables for | | | | |
Investments purchased | | | 941,459 | |
Fund shares reacquired | | | 3,143,960 | |
Payable to affiliates | | | | |
Investment adviser | | | 158,285 | |
Shareholder servicing costs | | | 560 | |
Distribution and/or service fees | | | 47,296 | |
Payable for independent Trustees’ compensation | | | 30 | |
Accrued expenses and other liabilities | | | 291,707 | |
Total liabilities | | | $4,583,329 | |
Net assets | | | $2,045,661,580 | |
Net assets consist of | | | | |
Paid-in capital | | | $1,380,541,692 | |
Unrealized appreciation (depreciation) | | | 638,293,052 | |
Accumulated net realized gain (loss) | | | 10,736,461 | |
Undistributed net investment income | | | 16,090,375 | |
Net assets | | | $2,045,661,580 | |
Shares of beneficial interest outstanding | | | 73,404,794 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $317,415,026 | | | | 11,235,628 | | | | $28.25 | |
Service Class | | | 1,728,246,554 | | | | 62,169,166 | | | | 27.80 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
See Notes to Financial Statements
10
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $39,048,979 | |
Dividends from affiliated issuers | | | 564,067 | |
Income on securities loaned | | | 192,528 | |
Interest | | | 659 | |
Foreign taxes withheld | | | (3,294,573 | ) |
Total investment income | | | $36,511,660 | |
Expenses | | | | |
Management fee | | | $15,347,989 | |
Distribution and/or service fees | | | 3,792,553 | |
Shareholder servicing costs | | | 53,558 | |
Administrative services fee | | | 292,215 | |
Independent Trustees’ compensation | | | 32,344 | |
Custodian fee | | | 257,584 | |
Shareholder communications | | | 269,279 | |
Audit and tax fees | | | 60,155 | |
Legal fees | | | 21,528 | |
Miscellaneous | | | 52,833 | |
Total expenses | | | $20,180,038 | |
Reduction of expenses by investment adviser | | | (222,662 | ) |
Net expenses | | | $19,957,376 | |
Net investment income (loss) | | | $16,554,284 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $25,490,034 | |
Affiliated issuers | | | (5,767 | ) |
Forward foreign currency exchange contracts | | | 5,537,771 | |
Foreign currency | | | 62,036 | |
Net realized gain (loss) | | | $31,084,074 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $375,424,321 | |
Affiliated issuers | | | (532 | ) |
Forward foreign currency exchange contracts | | | (4,327,964 | ) |
Translation of assets and liabilities in foreign currencies | | | 238,765 | |
Net unrealized gain (loss) | | | $371,334,590 | |
Net realized and unrealized gain (loss) | | | $402,418,664 | |
Change in net assets from operations | | | $418,972,948 | |
See Notes to Financial Statements
11
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $16,554,284 | | | | $17,164,948 | |
Net realized gain (loss) | | | 31,084,074 | | | | 178,483 | |
Net unrealized gain (loss) | | | 371,334,590 | | | | 33,237,059 | |
Change in net assets from operations | | | $418,972,948 | | | | $50,580,490 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(24,251,192 | ) | | | $(16,932,485 | ) |
From net realized gain | | | (1,730,303 | ) | | | (33,264,964 | ) |
Total distributions declared to shareholders | | | $(25,981,495 | ) | | | $(50,197,449 | ) |
Change in net assets from fund share transactions | | | $140,743,630 | | | | $157,060,932 | |
Total change in net assets | | | $533,735,083 | | | | $157,443,973 | |
Net assets | | | | | | | | |
At beginning of period | | | 1,511,926,497 | | | | 1,354,482,524 | |
At end of period (including undistributed net investment income of $16,090,375 and $16,516,257, respectively) | | | $2,045,661,580 | | | | $1,511,926,497 | |
See Notes to Financial Statements
12
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $22.57 | | | | $22.46 | | | | $21.73 | | | | $21.86 | | | | $17.34 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.29 | | | | $0.32 | (c) | | | $0.30 | | | | $0.57 | | | | $0.40 | |
Net realized and unrealized gain (loss) | | | 5.80 | | | | 0.64 | | | | 1.11 | | | | (0.27 | ) | | | 4.42 | |
Total from investment operations | | | $6.09 | | | | $0.96 | | | | $1.41 | | | | $0.30 | | | | $4.82 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.39 | ) | | | $(0.32 | ) | | | $(0.45 | ) | | | $(0.43 | ) | | | $(0.30 | ) |
From net realized gain | | | (0.02 | ) | | | (0.53 | ) | | | (0.23 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.41 | ) | | | $(0.85 | ) | | | $(0.68 | ) | | | $(0.43 | ) | | | $(0.30 | ) |
Net asset value, end of period (x) | | | $28.25 | | | | $22.57 | | | | $22.46 | | | | $21.73 | | | | $21.86 | |
Total return (%) (k)(r)(s)(x) | | | 27.14 | | | | 4.05 | (c) | | | 6.65 | | | | 1.34 | | | | 27.98 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.91 | | | | 0.91 | (c) | | | 0.93 | | | | 0.95 | | | | 0.96 | |
Expenses after expense reductions (f) | | | 0.90 | | | | 0.89 | (c) | | | 0.91 | | | | 0.94 | | | | 0.96 | |
Net investment income (loss) | | | 1.13 | | | | 1.41 | (c) | | | 1.33 | | | | 2.58 | | | | 2.00 | |
Portfolio turnover | | | 10 | | | | 17 | | | | 24 | | | | 22 | | | | 11 | |
Net assets at end of period (000 omitted) | | | $317,415 | | | | $238,192 | | | | $230,349 | | | | $218,258 | | | | $223,444 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $22.23 | | | | $22.13 | | | | $21.44 | | | | $21.58 | | | | $17.14 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.23 | | | | $0.26 | (c) | | | $0.25 | | | | $0.49 | | | | $0.33 | |
Net realized and unrealized gain (loss) | | | 5.70 | | | | 0.63 | | | | 1.07 | | | | (0.24 | ) | | | 4.38 | |
Total from investment operations | | | $5.93 | | | | $0.89 | | | | $1.32 | | | | $0.25 | | | | $4.71 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.34 | ) | | | $(0.26 | ) | | | $(0.40 | ) | | | $(0.39 | ) | | | $(0.27 | ) |
From net realized gain | | | (0.02 | ) | | | (0.53 | ) | | | (0.23 | ) | | | — | | | | — | |
Total distributions declared to shareholders | | | $(0.36 | ) | | | $(0.79 | ) | | | $(0.63 | ) | | | $(0.39 | ) | | | $(0.27 | ) |
Net asset value, end of period (x) | | | $27.80 | | | | $22.23 | | | | $22.13 | | | | $21.44 | | | | $21.58 | |
Total return (%) (k)(r)(s)(x) | | | 26.82 | | | | 3.84 | (c) | | | 6.32 | | | | 1.13 | | | | 27.63 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.16 | | | | 1.16 | (c) | | | 1.18 | | | | 1.20 | | | | 1.21 | |
Expenses after expense reductions (f) | | | 1.15 | | | | 1.14 | (c) | | | 1.16 | | | | 1.19 | | | | 1.21 | |
Net investment income (loss) | | | 0.89 | | | | 1.17 | (c) | | | 1.10 | | | | 2.25 | | | | 1.68 | |
Portfolio turnover | | | 10 | | | | 17 | | | | 24 | | | | 22 | | | | 11 | |
Net assets at end of period (000 omitted) | | | $1,728,247 | | | | $1,273,735 | | | | $1,124,133 | | | | $984,842 | | | | $876,862 | |
See Notes to Financial Statements
13
MFS International Value Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
14
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 market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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 International Value 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. Other financial instruments are derivative instruments, such as forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
Japan | | | $453,865,627 | | | | $— | | | | $— | | | | $453,865,627 | |
United Kingdom | | | 109,428,555 | | | | 190,140,054 | | | | — | | | | 299,568,609 | |
Germany | | | — | | | | 258,036,032 | | | | — | | | | 258,036,032 | |
Switzerland | | | 245,831,166 | | | | — | | | | — | | | | 245,831,166 | |
United States | | | 207,614,110 | | | | — | | | | — | | | | 207,614,110 | |
France | | | 195,789,780 | | | | — | | | | — | | | | 195,789,780 | |
Netherlands | | | 67,836,747 | | | | — | | | | — | | | | 67,836,747 | |
Taiwan | | | 51,566,768 | | | | — | | | | — | | | | 51,566,768 | |
Spain | | | 46,038,886 | | | | — | | | | — | | | | 46,038,886 | |
Other Countries | | | 156,118,975 | | | | — | | | | — | | | | 156,118,975 | |
Mutual Funds | | | 57,383,828 | | | | — | | | | — | | | | 57,383,828 | |
Total | | | $1,591,474,442 | | | | $448,176,086 | | | | $— | | | | $2,039,650,528 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Forward Foreign Currency | | | | | | | | | | | | | | | | |
Exchange Contracts – Assets | | | $— | | | | $3,322,379 | | | | $— | | | | $3,322,379 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $144,933,012 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $753,643,870 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 using other observable market-based inputs. 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
16
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 during the period were forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | |
| | | | Fair Value | |
Risk | | Derivative Contracts | | Asset Derivatives | |
Foreign Exchange | | Forward Foreign Currency Exchange | | | $3,322,379 | |
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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Forward Foreign Currency Exchange Contracts | |
Foreign Exchange | | | $5,537,771 | |
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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Forward Foreign Currency Exchange Contracts | |
Foreign Exchange | | | $(4,327,964 | ) |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against
17
MFS International Value Portfolio
Notes to Financial Statements – continued
declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.
Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, 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.
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.
18
MFS International Value Portfolio
Notes to Financial Statements – continued
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, wash sale loss deferrals, and derivative transactions.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended | | | Year ended | |
| | 12/31/17 | | | 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $25,981,495 | | | | $26,673,586 | |
Long-term capital gains | | | — | | | | 23,523,863 | |
Total distributions | | | $25,981,495 | | | | $50,197,449 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $1,420,784,567 | |
Gross appreciation | | | 629,621,971 | |
Gross depreciation | | | (7,433,631 | ) |
Net unrealized appreciation (depreciation) | | | $622,188,340 | |
Undistributed ordinary income | | | 19,510,403 | |
Undistributed long-term capital gain | | | 23,464,378 | |
Other temporary differences | | | (43,233 | ) |
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $4,007,935 | | | | $2,909,505 | | | | $254,388 | | | | $4,912,177 | |
Service Class | | | 20,243,257 | | | | 14,022,980 | | | | 1,475,915 | | | | 28,352,787 | |
Total | | | $24,251,192 | | | | $16,932,485 | | | | $1,730,303 | | | | $33,264,964 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.90% | |
In excess of $1 billion and up to $2 billion | | | 0.80% | |
In excess of $2 billion | | | 0.70% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $144,039, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.85% of the fund’s average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.90% of average daily net assets for the Initial Class shares and 1.15% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will
19
MFS International Value Portfolio
Notes to Financial Statements – continued
continue at least until April 30, 2019. For the year ended December 31, 2017, this reduction amounted to $78,623, 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, 2017, the fee was $51,247, 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, 2017, these costs amounted to $2,311.
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, 2017 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, 2017, the fee paid by the fund under this agreement was $3,128 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $3,688,539 and $2,149,487, respectively. The sales transactions resulted in net realized gains (losses) of $(457,685).
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $303,601,453 and $179,021,421, respectively.
20
MFS International Value 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 2,886,969 | | | | $74,370,699 | | | | 2,753,086 | | | | $63,775,327 | |
Service Class | | | 10,119,707 | | | | 254,467,286 | | | | 9,676,777 | | | | 217,248,988 | |
| | | 13,006,676 | | | | $328,837,985 | | | | 12,429,863 | | | | $281,024,315 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 156,248 | | | | $4,262,323 | | | | 317,784 | | | | $7,601,398 | |
Service Class | | | 845,762 | | | | 21,719,172 | | | | 1,797,106 | | | | 42,375,767 | |
| | | 1,002,010 | | | | $25,981,495 | | | | 2,114,890 | | | | $49,977,165 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (2,360,709 | ) | | | $(60,630,463 | ) | | | (2,775,226 | ) | | | $(62,971,360 | ) |
Service Class | | | (6,099,396 | ) | | | (153,445,387 | ) | | | (4,956,583 | ) | | | (110,969,188 | ) |
| | | (8,460,105 | ) | | | $(214,075,850 | ) | | | (7,731,809 | ) | | | $(173,940,548 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | 682,508 | | | | $18,002,559 | | | | 295,644 | | | | $8,405,365 | |
Service Class | | | 4,866,073 | | | | 122,741,071 | | | | 6,517,300 | | | | 148,655,567 | |
| | | 5,548,581 | | | | $140,743,630 | | | | 6,812,944 | | | | $157,060,932 | |
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 2%, 1%, and 1%, respectively, of the value of outstanding voting shares of the fund.
Effective at the close of business on October 16, 2017 the fund is closed to new investors subject to certain exceptions. Please see the fund’s prospectus for details.
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, 2017, the fund’s commitment fee and interest expense were $11,797 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 45,993,076 | | | | 246,953,840 | | | | (235,557,349 | ) | | | 57,389,567 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(5,767) | | | $(532 | ) | | | $— | | | | $564,067 | | | | $57,383,828 | |
21
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS International Value Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
22
MFS International Value Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
23
MFS International Value Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
24
MFS International Value Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Pablo De La Mata Benjamin Stone | | |
25
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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, 2016 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 International Value 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to contractual breakpoints that reduce the Fund’s advisory fee rate on average daily net assets over $1 billion and $2 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoints and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees 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, 2017.
27
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
For corporate shareholders, 8.14% of the ordinary income dividends paid during the fiscal year qualify for the corporate dividends received deduction.
Income derived from foreign sources was $34,417,901. The fund intends to pass through foreign tax credits of $2,903,486 for the fiscal year.
28
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
29
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
30
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 Massachusetts Investors Growth Stock Portfolio
PORTFOLIO COMPOSITION
Portfolio structure
| | | | |
Top ten holdings | | | | |
Alphabet, Inc., “A” | | | 6.5% | |
Accenture PLC, “A” | | | 4.3% | |
Microsoft Corp. | | | 3.9% | |
NIKE, Inc., “B” | | | 3.1% | |
Texas Instruments, Inc. | | | 2.9% | |
Colgate-Palmolive Co. | | | 2.8% | |
Thermo Fisher Scientific, Inc. | | | 2.8% | |
Estee Lauder Cos., Inc., “A” | | | 2.8% | |
Visa, Inc., “A” | | | 2.8% | |
Starbucks Corp. | | | 2.7% | |
| | | | |
Equity sectors | | | | |
Technology | | | 17.1% | |
Health Care | | | 13.3% | |
Special Products & Services | | | 13.1% | |
Consumer Staples | | | 12.3% | |
Leisure | | | 10.2% | |
Financial Services | | | 9.7% | |
Retailing | | | 8.9% | |
Industrial Goods & Services | | | 5.4% | |
Basic Materials | | | 5.2% | |
Transportation | | | 1.7% | |
Autos & Housing | | | 1.6% | |
Energy | | | 0.8% | |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2017.
The portfolio is actively managed and current holdings may be different.
2
MFS Massachusetts Investors Growth Stock Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2017, Initial Class shares of the MFS Massachusetts Investors Growth Stock Portfolio (“fund”) provided a total return of 28.42%, while Service Class shares of the fund provided a total return of 28.10%. These compare with a return of 30.21% over the same period for the fund’s benchmark, the Russell 1000® Growth Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Detractors from Performance
The fund’s underweight position in the technology sector was a primary detractor from performance relative to the Russell 1000® Growth Index. Within this sector, an underweight position in mobile phones and personal computer maker Apple, and not holding shares of social media provider Facebook, held back relative results. Shares of Apple advanced during the reporting period on the back of strong earnings results and well-anticipated new product launches that included the iPhone 8, iPhone 8 Plus and iPhone X.
Security selection in the special products & services sector also dampened relative returns, led by the fund’s overweight position in business services company Equifax.
Security selection and an underweight position in the industrial goods & services sector weighed on relative results. Here, not holding shares of aerospace company Boeing weakened relative performance.
Security selection in both the basic materials and retailing sectors further hindered relative returns. Within the basic materials sector, there were no individual stocks that were among the fund’s largest relative detractors during the reporting period. Within the retailing sector, not holding shares of internet retailer Amazon.com, and overweight positions in automotive replacement parts distributor AutoZone and home fashions retailer TJX Companies, weighed on relative results. AutoZone shares depreciated after the company reported earnings results below market consensus owing to delayed tax refunds and weak performance in the Northeast, Midwest, and Mid-Atlantic markets due to a mild winter.
Individual stocks that held back relative performance included overweight positions in drugstore retailer CVS Health Corp. and consumer products company Colgate-Palmolive. Additionally, the fund’s position in oilfield services company Schlumberger (b) also detracted from relative returns.
Contributors to Performance
Security selection in both the consumer staples and financial services sectors contributed to relative performance. Within the consumer staples sector, overweight positions in beauty products maker Estee Lauder and infant and children’s pediatric nutrition
3
MFS Massachusetts Investors Growth Stock Portfolio
Management Review – continued
producer Mead Johnson Nutrition (h) aided relative returns. Shares of Estee Lauder appreciated as the company reported solid earnings results, owing to better-than-expected sales growth, higher profit margins and notable strength in both China and the company’s travel retail segment. Within the financial services sector, there were no individual stocks that were among the fund’s largest relative contributors during the reporting period.
Security selection in the health care sector also bolstered relative performance. Here, an overweight position in diversified health care products manufacturer Abbott Laboratories, and not holding shares of biotechnology firm Celgene, buoyed relative returns.
Elsewhere, the fund’s position in luxury goods company LVMH Moet Hennessy Louis Vuitton (b) (France), and overweight positions in paint and coating manufacturer Sherwin-Williams, credit rating agency Moody’s and US analog and digital semiconductor manufacturer Texas Instruments, contributed to relative performance. Shares of LVMH reacted positively to strong earnings results during the period, driven by impressive results across all divisions, notably in the Fashion & Leather segment. Investors also appeared to have reacted positively to the announcement by Bernard Arnault, Chairman and CEO of LVMH and a majority shareholder of Christian Dior, that LVMH would acquire Christian Dior Couture in order to simplify the structure between the two groups. Additionally, not holding shares of poor-performing technology and financial services conglomerate General Electric and diversified technology products and services company International Business Machines (IBM) aided 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, contributed 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 portfolios to have different currency exposure than the benchmark.
Respectfully,
Portfolio Manager(s)
Jeffrey Constantino
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Massachusetts Investors Growth Stock Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | 28.42% | | 14.62% | | 8.82% | | |
| | Service Class | | 8/24/01 | | 28.10% | | 14.36% | | 8.55% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Russell 1000® Growth Index (f) | | 30.21% | | 17.33% | | 10.00% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
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. The Russell 1000® Growth Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.80% | | | | $1,000.00 | | | | $1,114.66 | | | | $4.26 | |
| Hypothetical (h) | | | 0.80% | | | | $1,000.00 | | | | $1,021.17 | | | | $4.08 | |
Service Class | | Actual | | | 1.05% | | | | $1,000.00 | | | | $1,113.37 | | | | $5.59 | |
| Hypothetical (h) | | | 1.05% | | | | $1,000.00 | | | | $1,019.91 | | | | $5.35 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Massachusetts Investors Growth Stock Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.3% | | | | | |
Aerospace – 1.3% | | | | | | | | |
United Technologies Corp. | | | 91,858 | | | $ | 11,718,325 | |
| | | | | | | | |
Alcoholic Beverages – 1.1% | | | | | | | | |
Pernod Ricard S.A. | | | 64,363 | | | $ | 10,189,958 | |
| | | | | | | | |
Apparel Manufacturers – 6.2% | | | | | | | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 51,769 | | | $ | 15,243,021 | |
NIKE, Inc., “B” | | | 460,821 | | | | 28,824,353 | |
VF Corp. | | | 187,896 | | | | 13,904,304 | |
| | | | | | | | |
| | | | | | $ | 57,971,678 | |
| | | | | | | | |
Broadcasting – 0.4% | | | | | | | | |
Walt Disney Co. | | | 36,142 | | | $ | 3,885,626 | |
| | | | | | | | |
Brokerage & Asset Managers – 3.2% | | | | | | | | |
Blackstone Group LP | | | 490,494 | | | $ | 15,705,618 | |
Charles Schwab Corp. | | | 171,549 | | | | 8,812,472 | |
CME Group, Inc. | | | 38,146 | | | | 5,571,223 | |
| | | | | | | | |
| | | | | | $ | 30,089,313 | |
| | | | | | | | |
Business Services – 13.1% | | | | | | | | |
Accenture PLC, “A” | | | 261,021 | | | $ | 39,959,705 | |
Cognizant Technology Solutions Corp., “A” | | | 237,024 | | | | 16,833,444 | |
Compass Group PLC | | | 253,739 | | | | 5,486,587 | |
Equifax, Inc. | | | 70,886 | | | | 8,358,877 | |
Fidelity National Information Services, Inc. | | | 197,264 | | | | 18,560,570 | |
Fiserv, Inc. (a) | | | 116,658 | | | | 15,297,364 | |
Verisk Analytics, Inc., “A” (a) | | | 184,829 | | | | 17,743,584 | |
| | | | | | | | |
| | | | | | $ | 122,240,131 | |
| | | | | | | | |
Cable TV – 1.9% | | | | | | | | |
Comcast Corp., “A” | | | 441,480 | | | $ | 17,681,274 | |
| | | | | | | | |
Chemicals – 2.9% | | | | | | | | |
LyondellBasell Industries N.V., “A” | | | 32,163 | | | $ | 3,548,222 | |
Monsanto Co. | | | 80,786 | | | | 9,434,189 | |
PPG Industries, Inc. | | | 121,226 | | | | 14,161,622 | |
| | | | | | | | |
| | | | | | $ | 27,144,033 | |
| | | | | | | | |
Computer Software – 3.9% | | | | | | | | |
Microsoft Corp. | | | 426,784 | | | $ | 36,507,103 | |
| | | | | | | | |
Computer Software – Systems – 2.7% | | | | | |
Apple, Inc. | | | 147,179 | | | $ | 24,907,102 | |
| | | | | | | | |
Construction – 1.7% | | | | | | | | |
Sherwin-Williams Co. | | | 37,487 | | | $ | 15,371,169 | |
| | | | | | | | |
Consumer Products – 9.9% | | | | | | | | |
Church & Dwight Co., Inc. | | | 121,911 | | | $ | 6,116,275 | |
Colgate-Palmolive Co. | | | 351,257 | | | | 26,502,340 | |
Coty, Inc., “A” | | | 723,635 | | | | 14,393,100 | |
Estee Lauder Cos., Inc., “A” | | | 204,145 | | | | 25,975,410 | |
L’Oréal | | | 34,423 | | | | 7,638,881 | |
Reckitt Benckiser Group PLC | | | 122,630 | | | | 11,455,719 | |
| | | | | | | | |
| | | | | | $ | 92,081,725 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Electrical Equipment – 3.5% | | | | | | | | |
Amphenol Corp., “A” | | | 171,652 | | | $ | 15,071,046 | |
Fortive Corp. | | | 92,925 | | | | 6,723,124 | |
Mettler-Toledo International, Inc. (a) | | | 17,274 | | | | 10,701,588 | |
| | | | | | | | |
| | | | | | $ | 32,495,758 | |
| | | | | | | | |
Electronics – 4.1% | | | | | | | | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 282,696 | | | $ | 11,208,897 | |
Texas Instruments, Inc. | | | 256,087 | | | | 26,745,726 | |
| | | | | | | | |
| | | | | | $ | 37,954,623 | |
| | | | | | | | |
Entertainment – 1.0% | | | | | | | | |
Twenty-First Century Fox, Inc. | | | 277,107 | | | $ | 9,568,505 | |
| | | | | | | | |
Food & Beverages – 1.3% | | | | | | | | |
PepsiCo, Inc. | | | 104,355 | | | $ | 12,514,252 | |
| | | | | | | | |
Gaming & Lodging – 0.9% | | | | | | | | |
Paddy Power Betfair PLC | | | 73,040 | | | $ | 8,702,775 | |
| | | | | | | | |
Insurance – 1.9% | | | | | | | | |
Aon PLC | | | 132,339 | | | $ | 17,733,426 | |
| | | | | | | | |
Internet – 6.5% | | | | | | | | |
Alphabet, Inc., “A” (a) | | | 57,158 | | | $ | 60,210,237 | |
| | | | | | | | |
Leisure & Toys – 1.4% | | | | | | | | |
Electronic Arts, Inc. (a) | | | 127,684 | | | $ | 13,414,481 | |
| | | | | | | | |
Machinery & Tools – 0.7% | | | | | | | | |
Colfax Corp. (a) | | | 159,065 | | | $ | 6,302,155 | |
| | | | | | | | |
Medical & Health Technology & Services – 1.7% | | | | | |
CVS Health Corp. | | | 127,832 | | | $ | 9,267,820 | |
Express Scripts Holding Co. (a) | | | 86,637 | | | | 6,466,586 | |
| | | | | | | | |
| | | | | | $ | 15,734,406 | |
| | | | | | | | |
Medical Equipment – 8.4% | | | | | | | | |
Abbott Laboratories | | | 297,017 | | | $ | 16,950,760 | |
Cooper Cos., Inc. | | | 28,418 | | | | 6,191,714 | |
Danaher Corp. | | | 146,630 | | | | 13,610,197 | |
Dentsply Sirona, Inc. | | | 45,058 | | | | 2,966,168 | |
Thermo Fisher Scientific, Inc. | | | 137,372 | | | | 26,084,195 | |
Waters Corp. (a) | | | 52,230 | | | | 10,090,314 | |
Zimmer Biomet Holdings, Inc. | | | 23,830 | | | | 2,875,566 | |
| | | | | | | | |
| | | | | | $ | 78,768,914 | |
| | | | | | | | |
Oil Services – 0.8% | | | | | | | | |
Schlumberger Ltd. | | | 104,847 | | | $ | 7,065,639 | |
| | | | | | | | |
Other Banks & Diversified Financials – 4.5% | | | | | |
Mastercard, Inc., “A” | | | 108,811 | | | $ | 16,469,633 | |
Visa, Inc., “A” | | | 225,586 | | | | 25,721,316 | |
| | | | | | | | |
| | | | | | $ | 42,190,949 | |
| | | | | | | | |
7
MFS Massachusetts Investors Growth Stock Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | |
Pharmaceuticals – 3.2% | | | | | | | | |
Eli Lilly & Co. | | | 55,256 | | | $ | 4,666,922 | |
Roche Holding AG | | | 44,915 | | | | 11,361,843 | |
Zoetis, Inc. | | | 191,380 | | | | 13,787,015 | |
| | | | | | | | |
| | | | | | $ | 29,815,780 | |
| | | | | | | | |
Printing & Publishing – 1.8% | | | | | | | | |
Moody’s Corp. | | | 112,957 | | | $ | 16,673,583 | |
| | | | | | | | |
Railroad & Shipping – 1.7% | | | | | | | | |
Union Pacific Corp. | | | 114,890 | | | $ | 15,406,749 | |
| | | | | | | | |
Restaurants – 2.7% | | | | | | | | |
Starbucks Corp. | | | 439,545 | | | $ | 25,243,069 | |
| | | | | | | | |
Specialty Chemicals – 2.3% | | | | | | | | |
Ecolab, Inc. | | | 159,736 | | | $ | 21,433,376 | |
| | | | | | | | |
Specialty Stores – 2.6% | | | | | | | | |
AutoZone, Inc. (a) | | | 11,706 | | | $ | 8,327,297 | |
TJX Cos., Inc. | | | 212,331 | | | | 16,234,829 | |
| | | | | | | | |
| | | | | | $ | 24,562,126 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $585,356,322) | | | $ | 925,578,240 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
INVESTMENT COMPANIES (h) – 0.7% | | | | | |
Money Market Funds – 0.7% | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $7,006,094) | | | 7,006,794 | | | $ | 7,006,094 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – (0.0)% | | | | | | | (163,007 | ) |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 932,421,327 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $7,006,094 and $925,578,240, respectively. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $585,356,322) | | | $925,578,240 | |
Investments in affiliated issuers, at value (identified cost, $7,006,094) | | | 7,006,094 | |
Receivables for | | | | |
Fund shares sold | | | 115,948 | |
Interest and dividends | | | 727,401 | |
Other assets | | | 5,430 | |
Total assets | | | $933,433,113 | |
Liabilities | | | | |
Payables for | | | | |
Fund shares reacquired | | | $804,225 | |
Payable to affiliates | | | | |
Investment adviser | | | 77,560 | |
Shareholder servicing costs | | | 349 | |
Distribution and/or service fees | | | 10,169 | |
Payable for independent Trustees’ compensation | | | 3 | |
Accrued expenses and other liabilities | | | 119,480 | |
Total liabilities | | | $1,011,786 | |
Net assets | | | $932,421,327 | |
Net assets consist of | | | | |
Paid-in capital | | | $535,819,888 | |
Unrealized appreciation (depreciation) | | | 340,227,558 | |
Accumulated net realized gain (loss) | | | 51,342,210 | |
Undistributed net investment income | | | 5,031,671 | |
Net assets | | | $932,421,327 | |
Shares of beneficial interest outstanding | | | 50,366,869 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $562,471,043 | | | | 30,240,651 | | | | $18.60 | |
Service Class | | | 369,950,284 | | | | 20,126,218 | | | | 18.38 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $13,218,825 | |
Dividends from affiliated issuers | | | 54,623 | |
Income on securities loaned | | | 9,009 | |
Foreign taxes withheld | | | (235,993 | ) |
Total investment income | | | $13,046,464 | |
Expenses | | | | |
Management fee | | | $6,690,994 | |
Distribution and/or service fees | | | 884,352 | |
Shareholder servicing costs | | | 37,257 | |
Administrative services fee | | | 150,446 | |
Independent Trustees’ compensation | | | 15,767 | |
Custodian fee | | | 51,561 | |
Shareholder communications | | | 152,862 | |
Audit and tax fees | | | 55,628 | |
Legal fees | | | 11,234 | |
Miscellaneous | | | 32,175 | |
Total expenses | | | $8,082,276 | |
Reduction of expenses by investment adviser | | | (71,452 | ) |
Net expenses | | | $8,010,824 | |
Net investment income (loss) | | | $5,035,640 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $52,200,356 | |
Affiliated issuers | | | (154 | ) |
Foreign currency | | | (2,967 | ) |
Net realized gain (loss) | | | $52,197,235 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $163,741,538 | |
Affiliated issuers | | | (280 | ) |
Translation of assets and liabilities in foreign currencies | | | 11,655 | |
Net unrealized gain (loss) | | | $163,752,913 | |
Net realized and unrealized gain (loss) | | | $215,950,148 | |
Change in net assets from operations | | | $220,985,788 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $5,035,640 | | | | $5,185,887 | |
Net realized gain (loss) | | | 52,197,235 | | | | 45,114,890 | |
Net unrealized gain (loss) | | | 163,752,913 | | | | (515,910 | ) |
Change in net assets from operations | | | $220,985,788 | | | | $49,784,867 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(4,930,035 | ) | | | $(4,362,605 | ) |
From net realized gain | | | (45,956,397 | ) | | | (98,136,195 | ) |
Total distributions declared to shareholders | | | $(50,886,432 | ) | | | $(102,498,800 | ) |
Change in net assets from fund share transactions | | | $(67,274,706 | ) | | | $6,923,737 | |
Total change in net assets | | | $102,824,650 | | | | $(45,790,196 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 829,596,677 | | | | 875,386,873 | |
At end of period (including undistributed net investment income of $5,031,671 and $5,184,331, respectively) | | | $932,421,327 | | | | $829,596,677 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $15.38 | | | | $16.38 | | | | $17.61 | | | | $17.31 | | | | $13.37 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.11 | | | | $0.11 | (c) | | | $0.10 | | | | $0.14 | | | | $0.08 | |
Net realized and unrealized gain (loss) | | | 4.16 | | | | 0.95 | | | | (0.21 | ) | | | 1.77 | | | | 3.97 | |
Total from investment operations | | | $4.27 | | | | $1.06 | | | | $(0.11 | ) | | | $1.91 | | | | $4.05 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.12 | ) | | | $(0.10 | ) | | | $(0.09 | ) | | | $(0.10 | ) | | | $(0.11 | ) |
From net realized gain | | | (0.93 | ) | | | (1.96 | ) | | | (1.03 | ) | | | (1.51 | ) | | | — | |
Total distributions declared to shareholders | | | $(1.05 | ) | | | $(2.06 | ) | | | $(1.12 | ) | | | $(1.61 | ) | | | $(0.11 | ) |
Net asset value, end of period (x) | | | $18.60 | | | | $15.38 | | | | $16.38 | | | | $17.61 | | | | $17.31 | |
Total return (%) (k)(r)(s)(x) | | | 28.42 | | | | 6.08 | (c) | | | (0.12 | ) | | | 11.51 | | | | 30.39 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.81 | | | | 0.78 | (c) | | | 0.79 | | | | 0.80 | | | | 0.80 | |
Expenses after expense reductions (f) | | | 0.80 | | | | 0.77 | (c) | | | 0.79 | | | | 0.80 | | | | 0.80 | |
Net investment income (loss) | | | 0.66 | | | | 0.70 | (c) | | | 0.56 | | | | 0.81 | | | | 0.55 | |
Portfolio turnover | | | 21 | | | | 24 | | | | 27 | | | | 23 | | | | 26 | |
Net assets at end of period (000 omitted) | | | $562,471 | | | | $500,924 | | | | $537,645 | | | | $542,830 | | | | $561,066 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $15.21 | | | | $16.22 | | | | $17.48 | | | | $17.19 | | | | $13.27 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.07 | | | | $0.07 | (c) | | | $0.06 | | | | $0.10 | | | | $0.05 | |
Net realized and unrealized gain (loss) | | | 4.10 | | | | 0.94 | | | | (0.21 | ) | | | 1.75 | | | | 3.94 | |
Total from investment operations | | | $4.17 | | | | $1.01 | | | | $(0.15 | ) | | | $1.85 | | | | $3.99 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.07 | ) | | | $(0.06 | ) | | | $(0.08 | ) | | | $(0.05 | ) | | | $(0.07 | ) |
From net realized gain | | | (0.93 | ) | | | (1.96 | ) | | | (1.03 | ) | | | (1.51 | ) | | | — | |
Total distributions declared to shareholders | | | $(1.00 | ) | | | $(2.02 | ) | | | $(1.11 | ) | | | $(1.56 | ) | | | $(0.07 | ) |
Net asset value, end of period (x) | | | $18.38 | | | | $15.21 | | | | $16.22 | | | | $17.48 | | | | $17.19 | |
Total return (%) (k)(r)(s)(x) | | | 28.10 | | | | 5.84 | (c) | | | (0.33 | ) | | | 11.23 | | | | 30.13 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.06 | | | | 1.03 | (c) | | | 1.04 | | | | 1.05 | | | | 1.05 | |
Expenses after expense reductions (f) | | | 1.05 | | | | 1.02 | (c) | | | 1.03 | | | | 1.05 | | | | 1.05 | |
Net investment income (loss) | | | 0.41 | | | | 0.45 | (c) | | | 0.35 | | | | 0.55 | | | | 0.30 | |
Portfolio turnover | | | 21 | | | | 24 | | | | 27 | | | | 23 | | | | 26 | |
Net assets at end of period (000 omitted) | | | $369,950 | | | | $328,673 | | | | $337,742 | | | | $50,731 | | | | $56,699 | |
See Notes to Financial Statements
12
MFS Massachusetts Investors Growth Stock Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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 October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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 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
14
MFS Massachusetts Investors Growth Stock 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. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
United States | | | $844,290,561 | | | | $— | | | | $— | | | | $844,290,561 | |
France | | | 33,071,859 | | | | — | | | | — | | | | 33,071,859 | |
United Kingdom | | | 11,455,719 | | | | 5,486,587 | | | | — | | | | 16,942,306 | |
Switzerland | | | 11,361,843 | | | | — | | | | — | | | | 11,361,843 | |
Taiwan | | | 11,208,896 | | | | — | | | | — | | | | 11,208,896 | |
Ireland | | | 8,702,775 | | | | — | | | | — | | | | 8,702,775 | |
Mutual Funds | | | 7,006,094 | | | | — | | | | — | | | | 7,006,094 | |
Total | | | $927,097,747 | | | | $5,486,587 | | | | $— | | | | $932,584,334 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 1 investments presented above, equity investments amounting to $26,604,863 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 using other observable market-based inputs. 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 federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income
15
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, 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.
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:
| | | | | | | | |
| | Year ended | | | Year ended | |
| | 12/31/17 | | | 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $7,501,279 | | | | $4,362,605 | |
Long-term capital gains | | | 43,385,153 | | | | 98,136,195 | |
Total distributions | | | $50,886,432 | | | | $102,498,800 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $593,627,675 | |
Gross appreciation | | | 343,645,918 | |
Gross depreciation | | | (4,689,259 | ) |
Net unrealized appreciation (depreciation) | | | $338,956,659 | |
Undistributed ordinary income | | | 10,248,910 | |
Undistributed long-term capital gain | | | 47,390,230 | |
Other temporary differences | | | 5,640 | |
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
16
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
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 12/31/17 | | | Year ended 12/31/16 | | | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $3,459,849 | | | | $3,089,337 | | | | $27,586,603 | | | | $59,615,626 | |
Service Class | | | 1,470,186 | | | | 1,273,268 | | | | 18,369,794 | | | | 38,520,569 | |
Total | | | $4,930,035 | | | | $4,362,605 | | | | $45,956,397 | | | | $98,136,195 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.75% | |
In excess of $1 billion | | | 0.65% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $71,452, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017, 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, 2017, the fee was $34,956, 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, 2017, these costs amounted to $2,301.
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, 2017 was equivalent to an annual effective rate of 0.0168% 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.
17
MFS Massachusetts Investors Growth Stock Portfolio
Notes to Financial Statements – continued
For the year ended December 31, 2017, the fee paid by the fund under this agreement was $1,569 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $1,650,821 and $2,333,780, respectively. The sales transactions resulted in net realized gains (losses) of $151,853.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $181,957,606 and $296,115,548, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 318,747 | | | | $5,421,181 | | | | 787,082 | | | | $12,902,539 | |
Service Class | | | 798,916 | | | | 13,593,897 | | | | 1,309,257 | | | | 21,063,257 | |
| | | 1,117,663 | | | | $19,015,078 | | | | 2,096,339 | | | | $33,965,796 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 1,841,427 | | | | $31,046,452 | | | | 3,936,281 | | | | $62,704,963 | |
Service Class | | | 1,189,447 | | | | 19,839,980 | | | | 2,523,389 | | | | 39,793,837 | |
| | | 3,030,874 | | | | $50,886,432 | | | | 6,459,670 | | | | $102,498,800 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (4,487,162 | ) | | | $(77,760,647 | ) | | | (4,985,958 | ) | | | $(80,627,877 | ) |
Service Class | | | (3,468,379 | ) | | | (59,415,569 | ) | | | (3,046,019 | ) | | | (48,912,982 | ) |
| | | (7,955,541 | ) | | | $(137,176,216 | ) | | | (8,031,977 | ) | | | $(129,540,859 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (2,326,988 | ) | | | $(41,293,014 | ) | | | (262,595 | ) | | | $(5,020,375 | ) |
Service Class | | | (1,480,016 | ) | | | (25,981,692 | ) | | | 786,627 | | | | 11,944,112 | |
| | | (3,807,004 | ) | | | $(67,274,706 | ) | | | 524,032 | | | | $6,923,737 | |
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, 2017, the fund’s commitment fee and interest expense were $5,948 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) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 4,802,630 | | | | 150,288,468 | | | | (148,084,304 | ) | | | 7,006,794 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(154) | | | $(280 | ) | | | $— | | | | $54,623 | | | | $7,006,094 | |
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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Massachusetts Investors Growth Stock Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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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, 2018, 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) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
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Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
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INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
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Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
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John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
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Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
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Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
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Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
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Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
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Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
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MFS Massachusetts Investors Growth Stock Portfolio
Trustees and Officers – continued
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Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
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Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
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John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
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Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
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Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
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David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
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Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
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Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
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Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
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Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
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Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
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Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
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Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
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Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
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James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
22
MFS Massachusetts Investors Growth Stock Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
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Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Jeffrey Constantino | | |
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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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, 2016 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. The Trustees noted that the total return performance (Class A shares) of the Fund’s retail counterpart, MFS Massachusetts Investors Growth Stock Fund, which has substantially similar investment strategies, was in the 3rd quintile relative to the other Funds in its Lipper performance universe for the three-year period ended December 31, 2016. After
24
MFS Massachusetts Investors Growth Stock Portfolio
Board Review of Investment Advisory Agreement – continued
reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Initial Class shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $1 billion. The Trustees also noted that MFS has agreed in writing to waive a portion of the management fees of certain MFS Funds, including the Fund, if the total combined assets of certain funds within the MFS Funds’ complex increase above agreed upon thresholds (the “group fee waiver”), enabling the Fund’s shareholders to share in the benefits from any economies of scale at the complex level. The group fee waiver is reviewed and renewed annually between the Board and MFS. The Trustees concluded that the breakpoint and the group fee waiver were sufficient to allow the Fund to benefit from economies of scale as its assets and overall complex assets grow.
The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees 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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $47,724,000 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. 3/16
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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. |
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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. |
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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 |
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Questions? | | Call 800-225-2606 or go to mfs.com. |
27
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Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
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What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
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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. |
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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, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | | |
Nestle S.A. | | | 3.2% | |
Roche Holding AG | | | 2.7% | |
Bayer AG | | | 2.5% | |
AIA Group Ltd. | | | 2.0% | |
Schneider Electric S.A. | | | 2.0% | |
UBS AG | | | 1.9% | |
Linde AG | | | 1.9% | |
Novo Nordisk A.S., “B” | | | 1.8% | |
Reckitt Benckiser Group PLC | | | 1.8% | |
Danone S.A. | | | 1.7% | |
| |
Global equity sectors | | | | |
Financial Services | | | 24.7% | |
Capital Goods | | | 24.7% | |
Technology | | | 9.9% | |
Consumer Staples | | | 9.8% | |
Health Care | | | 9.5% | |
Consumer Cyclicals | | | 8.5% | |
Energy | | | 8.5% | |
Telecommunications/Cable Television | | | 4.0% | |
| | | | |
Issuer country weightings (x) | | | | |
Japan | | | 18.7% | |
Switzerland | | | 12.9% | |
United Kingdom | | | 11.1% | |
Germany | | | 9.2% | |
France | | | 8.7% | |
United States | | | 5.7% | |
Hong Kong | | | 3.9% | |
Australia | | | 3.8% | |
Spain | | | 3.0% | |
Other Countries | | | 23.0% | |
| |
Currency exposure weightings (y) | | | | |
Euro | | | 29.4% | |
Japanese Yen | | | 18.7% | |
Swiss Franc | | | 12.9% | |
British Pound Sterling | | | 11.7% | |
United States Dollar | | | 6.3% | |
Hong Kong Dollar | | | 4.6% | |
Australian Dollar | | | 3.8% | |
Danish Krone | | | 2.6% | |
Canadian Dollar | | | 2.2% | |
Other Currencies | | | 7.8% | |
(x) | Represents the portfolio’s exposure to issuer countries as a percentage of a portfolio’s net assets. For purposes of this presentation, United States includes Cash & Cash Equivalents. |
(y) | Represents the portfolio’s exposure to a particular currency as a percentage of a portfolio’s net assets. For purposes of this presentation, United States Dollar includes Cash & Cash Equivalents. |
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Percentages are based on net assets as of December 31, 2017.
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, 2017, Initial Class shares of the MFS Research International Portfolio (“fund”) provided a total return of 28.29%, while Service Class shares of the fund provided a total return of 27.90%. These compare with a return of 25.03% over the same period for the fund’s benchmark, the MSCI EAFE Index (net div).
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Strong stock selection in the financial services sector contributed to performance relative to the MSCI EAFE Index. Within this sector, holdings of real estate company Leg Immobilien (b) (Germany) and banking firm HDFC Bank (b) (India), and an overweight position in insurance company AIA Group (Hong Kong), helped relative returns. Shares of Leg Immobilien appreciated throughout the period, driven by strong growth in funds from operations and lower maintenance expenses. Additionally, higher rental growth guidance in 2018 further supported the stock.
During the reporting period, stock selection in both the technology and capital goods sectors also aided relative returns. Within the technology sector, the fund’s position in online and mobile commerce company Alibaba Group (b) (China) boosted relative returns. The share price of Alibaba advanced on the back of stronger-than-anticipated revenue growth in core commerce, driven by increased spending per merchant and growth in user traffic. Within the capital goods sector, the fund’s overweight positions in electrical and electronic products manufacturer Techtronic Industries (Hong Kong), paint and specialty chemicals manufacturer Akzo Nobel (Netherlands), household fixture manufacturer Toto (Japan), specialty chemical products maker Sika (Switzerland), industrial gas supplier Linde (Germany) and specialty chemical manufacturer Croda International (United Kingdom) aided relative performance. The share price of Techtronic Industries appreciated in the first half of 2017 due to better-than-expected same-store sales in the firm’s Milwaukee segment. During the second half of the year, strong sales in the US were also supported by multiple hurricanes that caused widespread damage to houses and increased demand for electrical products.
Detractors from Performance
Stock selection in the energy sector detracted from relative performance, led by the fund’s holdings of natural gas transmission and distributor Enbridge (b) (Canada). The share price of Enbridge weakened towards the end of the reporting period as a result of a slower ramp-up in its regional oil sands pipeline business, as well as a sluggish margin recovery in its Energy Services segment. Additionally, short-term integration costs of the Spectra merger, and out-of-the-money foreign exchange hedges, also had a negative impact on the company’s stock price.
3
MFS Research International Portfolio
Management Review – continued
Stock selection in the consumer staples sector also held back relative results. Within this sector, an overweight position in tobacco company Japan Tobacco (Japan) dampened relative returns. The company’s shares lagged the benchmark during the period after management reduced its forward earnings guidance to reflect a sharper decline in sales volumes for cigarettes.
Stocks in other sectors that held back relative performance included overweight positions in supply chain support services and information management solutions provider Brambles (Australia), advertising and marketing firm WPP (United Kingdom), telecommunications company KDDI (Japan), parcel delivery services company Yamato (Japan), global engineering company GKN (United Kingdom), pharmaceutical and diagnostic company Roche Holding (Switzerland) and real estate company Mitsui Fudosan (h) (Japan). The share price of Brambles fell after the company issued a profit warning at the beginning of the reporting period as sales and growth came in below market consensus. Management cited US retail de-stocking as a key driver behind the weak performance.
During the reporting period, the fund’s relative currency exposure, resulting primarily from differences between the fund’s and the benchmark’s exposures to holdings of securities denominated in foreign currencies, was another detractor from 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.
The fund’s cash and/or cash equivalents position during the period was another negative factor for relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
Jose Luis Garcia, Victoria Higley, and Thomas Melendez
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the portfolio at period end. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Research International Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | 28.29% | | 6.72% | | 1.82% | | |
| | Service Class | | 8/24/01 | | 27.90% | | 6.45% | | 1.57% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | MSCI EAFE Index (net div) (f) | | 25.03% | | 7.90% | | 1.94% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
MSCI EAFE (Europe, Australasia, Far East) Index (net div) – a market capitalization-weighted index that is designed to measure equity market performance in the developed markets, excluding the U.S. and Canada.
It is not possible to invest directly in an index.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.99% | | | | $1,000.00 | | | | $1,103.59 | | | | $5.25 | |
| Hypothetical (h) | | | 0.99% | | | | $1,000.00 | | | | $1,020.21 | | | | $5.04 | |
Service Class | | Actual | | | 1.24% | | | | $1,000.00 | | | | $1,101.94 | | | | $6.57 | |
| Hypothetical (h) | | | 1.24% | | | | $1,000.00 | | | | $1,018.95 | | | | $6.31 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
6
MFS Research International Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 99.6% | | | | | | | | |
Airlines – 0.9% | | | | | | | | |
Aena S.A. | | | 11,184 | | | $ | 2,267,830 | |
Malaysia Airports Holdings Berhad | | | 809,900 | | | | 1,759,086 | |
| | | | | | | | |
| | | | | | $ | 4,026,916 | |
| | | | | | | | |
Alcoholic Beverages – 0.5% | | | | | | | | |
AmBev S.A., ADR | | | 312,858 | | | $ | 2,021,063 | |
| | | | | | | | |
Apparel Manufacturers – 1.3% | | | | | | | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 19,244 | | | $ | 5,666,261 | |
| | | | | | | | |
Automotive – 3.2% | | | | | | | | |
GKN PLC | | | 943,682 | | | $ | 4,052,071 | |
Koito Manufacturing Co. Ltd. | | | 65,300 | | | | 4,589,980 | |
USS Co. Ltd. | | | 235,400 | | | | 4,984,818 | |
| | | | | | | | |
| | | | | | $ | 13,626,869 | |
| | | | | | | | |
Broadcasting – 0.9% | | | | | | | | |
WPP PLC | | | 198,964 | | | $ | 3,605,744 | |
| | | | | | | | |
Brokerage & Asset Managers – 0.5% | | | | | |
TMX Group Ltd. | | | 38,520 | | | $ | 2,158,591 | |
| | | | | | | | |
Business Services – 2.4% | | | | | | | | |
Cerved Information Solutions S.p.A. | | | 97,684 | | | $ | 1,242,384 | |
Cognizant Technology Solutions Corp., “A” | | | 82,002 | | | | 5,823,782 | |
Nomura Research Institute Ltd. | | | 64,000 | | | | 2,976,348 | |
| | | | | | | | |
| | | | | | $ | 10,042,514 | |
| | | | | | | | |
Chemicals – 0.4% | | | | | | | | |
Orica Ltd. | | | 133,261 | | | $ | 1,881,983 | |
| | | | | | | | |
Computer Software – 0.6% | | | | | | | | |
Check Point Software Technologies Ltd. (a) | | | 24,069 | | | $ | 2,494,030 | |
| | | | | | | | |
Computer Software – Systems – 2.2% | | | | | |
Amadeus IT Group S.A. | | | 59,390 | | | $ | 4,283,382 | |
EPAM Systems, Inc. (a) | | | 29,577 | | | | 3,177,457 | |
Hitachi Ltd. | | | 237,000 | | | | 1,846,570 | |
| | | | | | | | |
| | | | | | $ | 9,307,409 | |
| | | | | | | | |
Construction – 2.6% | | | | | | | | |
Techtronic Industries Co. Ltd. | | | 687,500 | | | $ | 4,483,399 | |
Toto Ltd. | | | 109,500 | | | | 6,462,614 | |
| | | | | | | | |
| | | | | | $ | 10,946,013 | |
| | | | | | | | |
Consumer Products – 3.1% | | | | | | | | |
L’Oréal | | | 24,514 | | | $ | 5,439,954 | |
Reckitt Benckiser Group PLC | | | 81,049 | | | | 7,571,349 | |
| | | | | | | | |
| | | | | | $ | 13,011,303 | |
| | | | | | | | |
Consumer Services – 0.3% | | | | | | | | |
Ctrip.com International Ltd., ADR (a) | | | 31,100 | | | $ | 1,371,510 | |
| | | | | | | | |
Containers – 1.1% | | | | | | | | |
Brambles Ltd. | | | 597,153 | | | $ | 4,691,903 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Electrical Equipment – 2.7% | | | | | | | | |
Legrand S.A. | | | 40,937 | | | $ | 3,152,899 | |
Schneider Electric S.A. | | | 97,956 | | | | 8,328,349 | |
| | | | | | | | |
| | | | | | $ | 11,481,248 | |
| | | | | | | | |
Electronics – 2.6% | | | | | | | | |
Broadcom Corp. | | | 7,825 | | | $ | 2,010,243 | |
Mellanox Technologies Ltd. (a) | | | 37,369 | | | | 2,417,774 | |
Samsung Electronics Co. Ltd. | | | 817 | | | | 1,944,529 | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 576,804 | | | | 4,448,360 | |
| | | | | | | | |
| | | | | | $ | 10,820,906 | |
| | | | | | | | |
Energy – Independent – 1.6% | | | | | | | | |
Cairn Energy PLC (a) | | | 520,045 | | | $ | 1,488,799 | |
Caltex Australia Ltd. | | | 98,107 | | | | 2,606,460 | |
Oil Search Ltd. | | | 449,558 | | | | 2,732,481 | |
| | | | | | | | |
| | | | | | $ | 6,827,740 | |
| | | | | | | | |
Energy – Integrated – 2.9% | | | | | | | | |
BP PLC | | | 817,129 | | | $ | 5,766,674 | |
Eni S.p.A. | | | 211,433 | | | | 3,500,891 | |
Galp Energia SGPS S.A., “B” | | | 159,787 | | | | 2,938,114 | |
| | | | | | | | |
| | | | | | $ | 12,205,679 | |
| | | | | | | | |
Food & Beverages – 5.0% | | | | | | | | |
Danone S.A. | | | 86,314 | | | $ | 7,244,287 | |
Nestle S.A. | | | 159,287 | | | | 13,698,241 | |
| | | | | | | | |
| | | | | | $ | 20,942,528 | |
| | | | | | | | |
Food & Drug Stores – 1.6% | | | | | | | | |
Booker Group PLC | | | 815,349 | | | $ | 2,510,272 | |
Sundrug Co. Ltd. | | | 94,300 | | | | 4,385,463 | |
| | | | | | | | |
| | | | | | $ | 6,895,735 | |
| | | | | | | | |
Gaming & Lodging – 0.6% | | | | | | | | |
Paddy Power Betfair PLC | | | 19,844 | | | $ | 2,364,429 | |
| | | | | | | | |
General Merchandise – 0.5% | | | | | | | | |
Dollarama, Inc. | | | 17,214 | | | $ | 2,150,723 | |
| | | | | | | | |
Insurance – 6.1% | | | | | | | | |
AIA Group Ltd. | | | 979,000 | | | $ | 8,351,671 | |
AMP Ltd. | | | 428,896 | | | | 1,736,814 | |
Aon PLC | | | 28,374 | | | | 3,802,116 | |
Hiscox Ltd. | | | 211,041 | | | | 4,159,683 | |
Swiss Re Ltd. | | | 31,091 | | | | 2,911,441 | |
Zurich Insurance Group AG | | | 16,327 | | | | 4,969,560 | |
| | | | | | | | |
| | | | | | $ | 25,931,285 | |
| | | | | | | | |
Internet – 1.6% | | | | | | | | |
Alibaba Group Holding Ltd., ADR (a) | | | 10,972 | | | $ | 1,891,902 | |
NAVER Corp. (a) | | | 4,332 | | | | 3,520,471 | |
Scout24 AG | | | 30,380 | | | | 1,241,171 | |
| | | | | | | | |
| | | | | | $ | 6,653,544 | |
| | | | | | | | |
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MFS Research International Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Machinery & Tools – 5.5% | | | | | | | | |
Daikin Industries Ltd. | | | 53,200 | | | $ | 6,296,179 | |
GEA Group AG | | | 95,182 | | | | 4,563,890 | |
Kubota Corp. | | | 319,200 | | | | 6,259,351 | |
Ritchie Bros. Auctioneers, Inc. | | | 62,274 | | | | 1,864,752 | |
Schindler Holding AG | | | 19,048 | | | | 4,384,490 | |
| | | | | | | | |
| | | | | | $ | 23,368,662 | |
| | | | | | | | |
Major Banks – 6.8% | | | | | | | | |
Barclays PLC | | | 1,729,594 | | | $ | 4,715,934 | |
BNP Paribas | | | 89,322 | | | | 6,671,515 | |
Erste Group Bank AG | | | 87,069 | | | | 3,754,855 | |
Mitsubishi UFJ Financial Group, Inc. | | | 753,900 | | | | 5,529,381 | |
UBS AG | | | 443,512 | | | | 8,165,227 | |
| | | | | | | | |
| | | | | | $ | 28,836,912 | |
| | | | | | | | |
Medical Equipment – 1.2% | | | | | | | | |
Terumo Corp. | | | 102,900 | | | $ | 4,876,734 | |
| | | | | | | | |
Metals & Mining – 1.3% | | | | | | | | |
Rio Tinto Ltd. | | | 106,536 | | | $ | 5,622,666 | |
| | | | | | | | |
Natural Gas – Distribution – 0.7% | | | | | | | | |
China Resources Gas Group Ltd. | | | 776,000 | | | $ | 2,815,823 | |
| | | | | | | | |
Natural Gas – Pipeline – 1.3% | | | | | | | | |
APA Group | | | 391,731 | | | $ | 2,546,050 | |
Enbridge, Inc. | | | 77,153 | | | | 3,017,376 | |
| | | | | | | | |
| | | | | | $ | 5,563,426 | |
| | | | | | | | |
Network & Telecom – 0.6% | | | | | | | | |
LM Ericsson Telephone Co., “B” | | | 389,951 | | | $ | 2,559,869 | |
| | | | | | | | |
Oil Services – 0.5% | | | | | | | | |
Schlumberger Ltd. | | | 34,255 | | | $ | 2,308,444 | |
| | | | | | | | |
Other Banks & Diversified Financials – 8.7% | | | | | |
Aeon Credit Service Co. Ltd. | | | 228,800 | | | $ | 5,328,344 | |
AIB Group PLC | | | 537,753 | | | | 3,548,724 | |
DnB NOR A.S.A. | | | 204,080 | | | | 3,780,548 | |
HDFC Bank Ltd. | | | 111,747 | | | | 3,309,560 | |
Intesa Sanpaolo S.p.A. | | | 1,419,825 | | | | 4,718,906 | |
Julius Baer Group Ltd. | | | 77,451 | | | | 4,737,113 | |
Jyske Bank A.S. | | | 58,316 | | | | 3,319,614 | |
KBC Groep N.V. | | | 56,231 | | | | 4,797,701 | |
Mastercard, Inc., “A” | | | 20,382 | | | | 3,085,020 | |
| | | | | | | | |
| | | | | | $ | 36,625,530 | |
| | | | | | | | |
Pharmaceuticals – 8.3% | | | | | | | | |
Bayer AG | | | 83,995 | | | $ | 10,446,881 | |
Novo Nordisk A.S., “B” | | | 144,330 | | | | 7,780,938 | |
Roche Holding AG | | | 44,837 | | | | 11,342,111 | |
Santen Pharmaceutical Co. Ltd. | | | 360,100 | | | | 5,659,970 | |
| | | | | | | | |
| | | | | | $ | 35,229,900 | |
| | | | | | | | |
Printing & Publishing – 1.3% | | | | | | | | |
RELX N.V. | | | 230,645 | | | $ | 5,303,708 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Real Estate – 2.6% | | | | | | | | |
Grand City Properties S.A. | | | 190,595 | | | $ | 4,483,061 | |
LEG Immobilien AG | | | 56,964 | | | | 6,501,901 | |
| | | | | | | | |
| | | | | | $ | 10,984,962 | |
| | | | | | | | |
Specialty Chemicals – 7.0% | | | | | | | | |
Akzo Nobel N.V. | | | 72,937 | | | $ | 6,390,229 | |
Croda International PLC | | | 86,907 | | | | 5,191,014 | |
Linde AG (a) | | | 33,645 | | | | 7,857,812 | |
Nippon Paint Holdings Co. Ltd. | | | 61,900 | | | | 1,958,496 | |
Sika AG | | | 540 | | | | 4,289,189 | |
Symrise AG | | | 44,287 | | | | 3,797,016 | |
| | | | | | | | |
| | | | | | $ | 29,483,756 | |
| | | | | | | | |
Specialty Stores – 1.0% | | | | | | | | |
Esprit Holdings Ltd. (a) | | | 221,700 | | | $ | 118,613 | |
JD.com, Inc., ADR (a) | | | 46,790 | | | | 1,938,042 | |
Just Eat PLC (a) | | | 224,961 | | | | 2,359,922 | |
| | | | | | | | |
| | | | | | $ | 4,416,577 | |
| | | | | | | | |
Telecommunications – Wireless – 3.7% | | | | | |
Advanced Info Service PLC | | | 446,600 | | | $ | 2,617,386 | |
Cellnex Telecom S.A.U. | | | 140,562 | | | | 3,600,746 | |
KDDI Corp. | | | 193,600 | | | | 4,818,737 | |
SoftBank Corp. | | | 55,600 | | | | 4,401,615 | |
| | | | | | | | |
| | | | | | $ | 15,438,484 | |
| | | | | | | | |
Telephone Services – 0.4% | | | | | | | | |
Com Hem Holding AB | | | 105,413 | | | $ | 1,611,438 | |
| | | | | | | | |
Tobacco – 1.3% | | | | | | | | |
Japan Tobacco, Inc. | | | 164,600 | | | $ | 5,304,305 | |
| | | | | | | | |
Trucking – 0.8% | | | | | | | | |
Yamato Holdings Co. Ltd. | | | 159,200 | | | $ | 3,203,781 | |
| | | | | | | | |
Utilities – Electric Power – 1.4% | | | | | | | | |
CLP Holdings Ltd. | | | 341,000 | | | $ | 3,489,501 | |
Iberdrola S.A. | | | 332,690 | | | | 2,578,689 | |
| | | | | | | | |
| | | | | | $ | 6,068,190 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $347,186,621) | | | | | | $ | 420,749,093 | |
| | | | | | | | |
| |
INVESTMENT COMPANIES (h) – 0.2% | | | | | |
Money Market Funds – 0.2% | | | | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $710,609) | | | 710,680 | | | $ | 710,609 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.2% | | | | | | | 787,032 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 422,246,734 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $710,609 and $420,749,093, respectively. |
8
MFS Research International Portfolio
Portfolio of Investments – continued
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
The following abbreviations are used in this report and are defined:
ADR | | American Depositary Receipt |
PLC | | Public Limited Company |
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $347,186,621) | | | $420,749,093 | |
Investments in affiliated issuers, at value (identified cost, $710,609) | | | 710,609 | |
Receivables for | | | | |
Investments sold | | | 1,946,905 | |
Fund shares sold | | | 80,610 | |
Interest and dividends | | | 1,257,607 | |
Other assets | | | 2,793 | |
Total assets | | | $424,747,617 | |
Liabilities | | | | |
Payables for | | | | |
Investments purchased | | | $1,444,858 | |
Fund shares reacquired | | | 794,795 | |
Payable to affiliates | | | | |
Investment adviser | | | 41,915 | |
Shareholder servicing costs | | | 152 | |
Distribution and/or service fees | | | 2,204 | |
Payable for independent Trustees’ compensation | | | 56 | |
Deferred country tax expense payable | | | 47,103 | |
Accrued expenses and other liabilities | | | 169,800 | |
Total liabilities | | | $2,500,883 | |
Net assets | | | $422,246,734 | |
Net assets consist of | | | | |
Paid-in capital | | | $333,880,105 | |
Unrealized appreciation (depreciation) (net of $46,971 deferred country tax) | | | 73,529,551 | |
Accumulated net realized gain (loss) | | | 9,045,706 | |
Undistributed net investment income | | | 5,791,372 | |
Net assets | | | $422,246,734 | |
Shares of beneficial interest outstanding | | | 24,828,596 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $341,613,087 | | | | 20,040,296 | | | | $17.05 | |
Service Class | | | 80,633,647 | | | | 4,788,300 | | | | 16.84 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Income | | | | |
Dividends | | | $11,167,404 | |
Income on securities loaned | | | 36,816 | |
Dividends from affiliated issuers | | | 20,159 | |
Foreign taxes withheld | | | (1,045,083 | ) |
Total investment income | | | $10,179,296 | |
Expenses | | | | |
Management fee | | | $3,741,061 | |
Distribution and/or service fees | | | 210,998 | |
Shareholder servicing costs | | | 16,641 | |
Administrative services fee | | | 75,222 | |
Independent Trustees’ compensation | | | 9,138 | |
Custodian fee | | | 144,201 | |
Shareholder communications | | | 74,371 | |
Audit and tax fees | | | 59,749 | |
Legal fees | | | 5,783 | |
Miscellaneous | | | 22,256 | |
Total expenses | | | $4,359,420 | |
Reduction of expenses by investment adviser | | | (33,238 | ) |
Net expenses | | | $4,326,182 | |
Net investment income (loss) | | | $5,853,114 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers (net of $4,511 country tax) | | | $26,035,044 | |
Affiliated issuers | | | (22 | ) |
Foreign currency | | | 28,302 | |
Net realized gain (loss) | | | $26,063,324 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers (net of $46,971 increase in deferred country tax) | | | $71,388,281 | |
Translation of assets and liabilities in foreign currencies | | | 84,957 | |
Net unrealized gain (loss) | | | $71,473,238 | |
Net realized and unrealized gain (loss) | | | $97,536,562 | |
Change in net assets from operations | | | $103,389,676 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $5,853,114 | | | | $7,385,655 | |
Net realized gain (loss) | | | 26,063,324 | | | | (5,112,043 | ) |
Net unrealized gain (loss) | | | 71,473,238 | | | | (1,484,446 | ) |
Change in net assets from operations | | | $103,389,676 | | | | $789,166 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(7,282,212 | ) | | | $(6,410,697 | ) |
Change in net assets from fund share transactions | | | $(75,751,483 | ) | | | $4,052,321 | |
Total change in net assets | | | $20,355,981 | | | | $(1,569,210 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 401,890,753 | | | | 403,459,963 | |
At end of period (including undistributed net investment income of $5,791,372 and $7,233,620, respectively) | | | $422,246,734 | | | | $401,890,753 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $13.54 | | | | $13.85 | | | | $14.56 | | | | $16.09 | | | | $13.62 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.22 | | | | $0.25 | (c) | | | $0.24 | | | | $0.39 | | | | $0.25 | |
Net realized and unrealized gain (loss) | | | 3.59 | | | | (0.34 | ) | | | (0.52 | ) | | | (1.46 | ) | | | 2.33 | |
Total from investment operations | | | $3.81 | | | | $(0.09 | ) | | | $(0.28 | ) | | | $(1.07 | ) | | | $2.58 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.30 | ) | | | $(0.22 | ) | | | $(0.30 | ) | | | $(0.30 | ) | | | $(0.11 | ) |
From net realized gain | | | — | | | | — | | | | (0.13 | ) | | | (0.16 | ) | | | — | |
Total distributions declared to shareholders | | | $(0.30 | ) | | | $(0.22 | ) | | | $(0.43 | ) | | | $(0.46 | ) | | | $(0.11 | ) |
Net asset value, end of period (x) | | | $17.05 | | | | $13.54 | | | | $13.85 | | | | $14.56 | | | | $16.09 | |
Total return (%) (k)(r)(s)(x) | | | 28.29 | | | | (0.70 | )(c) | | | (1.96 | ) | | | (6.88 | ) | | | 19.01 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.00 | | | | 0.95 | (c) | | | 1.00 | | | | 1.00 | | | | 1.00 | |
Expenses after expense reductions (f) | | | 0.99 | | | | 0.94 | (c) | | | 1.00 | | | | 0.99 | | | | 0.99 | |
Net investment income (loss) | | | 1.44 | | | | 1.87 | (c) | | | 1.61 | | | | 2.49 | | | | 1.68 | |
Portfolio turnover | | | 27 | | | | 41 | | | | 38 | | | | 27 | | | | 35 | |
Net assets at end of period (000 omitted) | | | $341,613 | | | | $318,753 | | | | $305,502 | | | | $253,001 | | | | $286,763 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $13.38 | | | | $13.68 | | | | $14.39 | | | | $15.91 | | | | $13.46 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.19 | | | | $0.21 | (c) | | | $0.20 | | | | $0.36 | | | | $0.21 | |
Net realized and unrealized gain (loss) | | | 3.52 | | | | (0.33 | ) | | | (0.51 | ) | | | (1.47 | ) | | | 2.31 | |
Total from investment operations | | | $3.71 | | | | $(0.12 | ) | | | $(0.31 | ) | | | $(1.11 | ) | | | $2.52 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.25 | ) | | | $(0.18 | ) | | | $(0.27 | ) | | | $(0.25 | ) | | | $(0.07 | ) |
From net realized gain | | | — | | | | — | | | | (0.13 | ) | | | (0.16 | ) | | | — | |
Total distributions declared to shareholders | | | $(0.25 | ) | | | $(0.18 | ) | | | $(0.40 | ) | | | $(0.41 | ) | | | $(0.07 | ) |
Net asset value, end of period (x) | | | $16.84 | | | | $13.38 | | | | $13.68 | | | | $14.39 | | | | $15.91 | |
Total return (%) (k)(r)(s)(x) | | | 27.90 | | | | (0.91 | )(c) | | | (2.20 | ) | | | (7.16 | ) | | | 18.77 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.25 | | | | 1.20 | (c) | | | 1.25 | | | | 1.25 | | | | 1.25 | |
Expenses after expense reductions (f) | | | 1.24 | | | | 1.19 | (c) | | | 1.25 | | | | 1.24 | | | | 1.24 | |
Net investment income (loss) | | | 1.26 | | | | 1.58 | (c) | | | 1.36 | | | | 2.30 | | | | 1.45 | |
Portfolio turnover | | | 27 | | | | 41 | | | | 38 | | | | 27 | | | | 35 | |
Net assets at end of period (000 omitted) | | | $80,634 | | | | $83,138 | | | | $97,958 | | | | $74,383 | | | | $92,773 | |
See Notes to Financial Statements
13
MFS Research International Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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 market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. 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
15
MFS Research International 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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities: | | | | | | | | | | | | | | | | |
Japan | | | $78,882,686 | | | | $— | | | | $— | | | | $78,882,686 | |
Switzerland | | | 54,497,372 | | | | — | | | | — | | | | 54,497,372 | |
United Kingdom | | | 18,529,037 | | | | 28,515,092 | | | | — | | | | 47,044,129 | |
Germany | | | 9,098,983 | | | | 29,792,749 | | | | — | | | | 38,891,732 | |
France | | | 36,503,266 | | | | — | | | | — | | | | 36,503,266 | |
United States | | | 22,624,836 | | | | — | | | | — | | | | 22,624,836 | |
Hong Kong | | | 16,443,184 | | | | — | | | | — | | | | 16,443,184 | |
Australia | | | 16,195,690 | | | | — | | | | — | | | | 16,195,690 | |
Spain | | | 12,730,647 | | | | — | | | | — | | | | 12,730,647 | |
Other Countries | | | 90,563,310 | | | | 6,372,241 | | | | — | | | | 96,935,551 | |
Mutual Funds | | | 710,609 | | | | — | | | | — | | | | 710,609 | |
Total | | | $356,779,620 | | | | $64,680,082 | | | | $— | | | | $421,459,702 | |
For further information regarding security characteristics, see the Portfolio of Investments.
Of the level 2 investments presented above, equity investments amounting to $20,209,564 would have been considered level 1 investments at the beginning of the period. Of the level 1 investments presented above, equity investments amounting to $174,319,455 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 using other observable market-based inputs. 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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, 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.
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:
| | | | | | | | |
| | Year ended | | | Year ended | |
| | 12/31/17 | | | 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $7,282,212 | | | | $6,410,697 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $349,130,499 | |
Gross appreciation | | | 81,304,640 | |
Gross depreciation | | | (8,975,437 | ) |
Net unrealized appreciation (depreciation) | | | $72,329,203 | |
Undistributed ordinary income | | | 10,713,027 | |
Undistributed long-term capital gain | | | 5,354,975 | |
Other temporary differences | | | (30,576 | ) |
17
MFS Research International 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 | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $6,031,816 | | | | $5,253,219 | |
Service Class | | | 1,250,396 | | | | 1,157,478 | |
Total | | | $7,282,212 | | | | $6,410,697 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.90% | |
In excess of $1 billion and up to $2 billion | | | 0.80% | |
In excess of $2 billion | | | 0.70% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $33,238, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.89% of the fund’s average daily net assets.
The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 1.00% of average daily net assets for the Initial Class shares and 1.25% of average daily net assets for the Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2019. For the year ended December 31, 2017, 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, 2017, the fee was $15,012, which equated to 0.0036% 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, 2017, these costs amounted to $1,629.
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, 2017 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.
18
MFS Research International 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, 2017, the fee paid by the fund under this agreement was $734 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $399,004 and $1,875,487, respectively. The sales transactions resulted in net realized gains (losses) of $473,637.
For the year ended December 31, 2017, purchases and sales of investments, other than short-term obligations, aggregated $111,073,136 and $187,077,304, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 996,797 | | | | $15,780,051 | | | | 4,041,108 | | | | $51,331,181 | |
Service Class | | | 667,310 | | | | 10,100,721 | | | | 772,122 | | | | 10,322,971 | |
| | | 1,664,107 | | | | $25,880,772 | | | | 4,813,230 | | | | $61,654,152 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 383,216 | | | | $6,031,816 | | | | 374,695 | | | | $5,253,219 | |
Service Class | | | 80,308 | | | | 1,250,396 | | | | 83,512 | | | | 1,157,478 | |
| | | 463,524 | | | | $7,282,212 | | | | 458,207 | | | | $6,410,697 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (4,873,959 | ) | | | $(75,287,115 | ) | | | (2,945,541 | ) | | | $(40,269,094 | ) |
Service Class | | | (2,173,107 | ) | | | (33,627,352 | ) | | | (1,804,269 | ) | | | (23,743,434 | ) |
| | | (7,047,066 | ) | | | $(108,914,467 | ) | | | (4,749,810 | ) | | | $(64,012,528 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (3,493,946 | ) | | | $(53,475,248 | ) | | | 1,470,262 | | | | $16,315,306 | |
Service Class | | | (1,425,489 | ) | | | (22,276,235 | ) | | | (948,635 | ) | | | (12,262,985 | ) |
| | | (4,919,435 | ) | | | $(75,751,483 | ) | | | 521,627 | | | | $4,052,321 | |
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 28%, 9%, 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, 2017, the fund’s commitment fee and interest expense were $2,780 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
19
MFS Research International Portfolio
Notes to Financial Statements – continued
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 2,422,703 | | | | 72,546,193 | | | | (74,258,216 | ) | | | 710,680 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(22) | | | $— | | | | $— | | | | $20,159 | | | | $710,609 | |
20
MFS Research International Portfolio
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of
MFS Research International Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Research International Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
21
MFS Research International Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
22
MFS Research International Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
23
MFS Research International Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Jose Luis Garcia Victoria Higley Thomas Melendez | | |
24
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, 2017 (“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 Broadridge Financial Solutions Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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, 2016 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.
25
MFS Research International 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate was higher than the Broadridge expense group median and the Fund’s total expense ratio was approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to 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, 2017.
26
MFS Research International Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
Income derived from foreign sources was $9,209,400. The fund intends to pass through foreign tax credits of $915,161 for the fiscal year.
27
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
28
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
29
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 | | | 31.2% | |
High Yield Corporates | | | 20.4% | |
U.S. Treasury Securities | | | 19.5% | |
Collateralized Debt Obligations | | | 9.8% | |
Emerging Markets Bonds | | | 6.3% | |
Commercial Mortgage-Backed Securities | | | 5.6% | |
Asset-Backed Securities | | | 3.4% | |
Mortgage-Backed Securities | | | 0.6% | |
Municipal Bonds | | | 0.6% | |
Non-U.S. Government Bonds | | | 0.5% | |
Floating Rate Loans | | | 0.3% | |
U.S. Government Agencies | | | 0.3% | |
| | | | |
Composition including fixed income credit quality (a)(i) | |
AAA | | | 7.4% | |
AA | | | 4.9% | |
A | | | 19.5% | |
BBB | | | 20.4% | |
BB | | | 11.8% | |
B | | | 10.7% | |
CCC | | | 2.0% | |
CC (o) | | | 0.0% | |
C | | | 0.6% | |
D (o) | | | 0.0% | |
U.S. Government | | | 17.5% | |
Federal Agencies | | | 0.9% | |
Not Rated | | | 2.8% | |
Non-Fixed Income | | | 0.1% | |
Cash & Cash Equivalents | | | 3.4% | |
Other | | | (2.0)% | |
|
Portfolio facts (i) | |
Average Duration (d) | | | 5.8 | |
Average Effective Maturity (m) | | | 9.6 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 or may not have held all of these instruments on this date. The fund is not rated by these agencies. |
(d) | | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. |
(i) | | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
2
MFS Strategic Income Portfolio
Portfolio Composition – continued
(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, they are treated as part of the equity portion of the portfolio.
The fund invests a portion of its assets in the MFS High Yield Pooled Portfolio. Percentages reflect exposure to the underlying holdings, including Cash & Cash Equivalents and Other, of the MFS High Yield Pooled Portfolio and not to the exposure from investing directly in the MFS High Yield Pooled Portfolio itself.
Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.
Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.
Percentages are based on net assets as of December 31, 2017.
The portfolio is actively managed and current holdings may be different.
3
MFS Strategic Income Portfolio
MANAGEMENT REVIEW
Summary of Results
For the twelve months ended December 31, 2017, Initial Class shares of the MFS Strategic Income Portfolio (“fund”) provided a total return of 6.24%, while Service Class shares of the fund provided a total return of 5.88%. These compare with a return of 3.54% over the same period for the fund’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Factors Affecting Performance
Relative to the Bloomberg Barclays U.S. Aggregate Bond Index, the fund’s greater exposure to both industrials and financial institutions contributed to performance as these sectors outperformed the benchmark during the reporting period. The fund’s exposure to lower-quality “BB”, “CCC”, and “B” rated (r) bonds, which are not represented in the benchmark, also benefited relative returns as these credit-quality segments outperformed higher-quality segments during the period. A lesser exposure to securities within both the treasury and mortgage-backed securities (MBS) agency fixed rate sectors also benefited relative returns. The fund’s average shorter duration (d) stance during the reporting period was another positive factor for relative performance, as yields generally increased across the yield curve (y). Security selection also contributed to relative returns, particularly within “BBB” and “AA” rated securities.
Conversely, the fund’s cash and/or cash equivalents position during the period detracted from relative performance.
Respectfully,
Portfolio Manager(s)
William Adams, Ward Brown, Philipp Burgener, David Cole, Alexander Mackey, Joshua Marston, Robert Persons, and Matt Ryan
(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. |
(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 February 1, 2017, James Calmas was no longer a Portfolio Manager of the Fund. Effective February 1, 2017, Philipp Burgener and Alexander Mackey became Portfolio Managers of the Fund.
4
MFS Strategic Income Portfolio
Management Review – continued
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
5
MFS Strategic Income Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 5/06/98 | | 6.24% | | 3.41% | | 5.28% | | |
| | Service Class | | 8/24/01 | | 5.88% | | 3.12% | | 5.01% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Bloomberg Barclays U.S. Aggregate Bond Index (f) | | 3.54% | | 2.10% | | 4.01% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
Bloomberg 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.
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.80% | | | | $1,000.00 | | | | $1,019.33 | | | | $4.07 | |
| Hypothetical (h) | | | 0.80% | | | | $1,000.00 | | | | $1,021.17 | | | | $4.08 | |
Service Class | | Actual | | | 1.05% | | | | $1,000.00 | | | | $1,017.63 | | | | $5.34 | |
| Hypothetical (h) | | | 1.05% | | | | $1,000.00 | | | | $1,019.91 | | | | $5.35 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the fund invests. If these indirect costs were included, your costs would have been higher. |
7
MFS Strategic Income Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – 75.0% | | | | | | | | |
Apparel Manufacturers – 0.3% | | | | | |
Coach, Inc., 4.125% 7/15/2027 | | $ | 134,000 | | | $ | 134,981 | |
| | | | | | | | |
Asset-Backed & Securitized – 18.6% | | | | | |
A Voce CLO Ltd., 2014-1A, “BR”, FLR, 3.509% (U.S. LIBOR-3mo. + 2.15%), 7/15/2026 (n) | | $ | 290,000 | | | $ | 290,421 | |
ARI Fleet Lease Trust, 2016-A, “A2”, 1.82% 7/15/2024 (n) | | | 39,189 | | | | 39,170 | |
Babson CLO Ltd., 2013-IIA, “BR”, FLR, 2.907% (U.S. LIBOR-3mo. + 1.25%), 1/20/2028 (n) | | | 250,000 | | | | 249,836 | |
Babson CLO Ltd., 2014-IIA, “CR”, FLR, 3.553% (U.S. LIBOR-3mo. + 2.2%), 10/17/2026 (n) | | | 290,000 | | | | 289,530 | |
Bayview Financial Revolving Mortgage Loan Trust, FLR, 2.937% (U.S. LIBOR-1mo. + 1.6%), 12/28/2040 (z) | | | 196,118 | | | | 171,223 | |
Cent CLO LP, 2012-16AR, “A1AR”, FLR, 4.576% (U.S. LIBOR-3mo. + 3.2%), 8/01/2024 (z) | | | 315,000 | | | | 314,692 | |
Cent CLO LP, 2014-21A, “A2AR”, FLR, 3.074% (U.S. LIBOR-3mo. + 1.7%), 7/27/2026 (n) | | | 250,000 | | | | 251,405 | |
Cent CLO LP, 2014-21A, “BR”, FLR, 3.774% (U.S. LIBOR-3mo. + 2.4%), 7/27/2026 (n) | | | 350,000 | | | | 349,458 | |
Chesapeake Funding II LLC, 2017-2A, “C”, 3.01% 5/15/2029 (n) | | | 215,000 | | | | 215,780 | |
Citigroup Commercial Mortgage Trust, 2017-C4, 3.471% 10/12/2050 | | | 204,682 | | | | 209,681 | |
Commercial Mortgage Trust, 2015-CR22, “A5”, 3.309% 3/10/2048 | | | 158,753 | | | | 161,455 | |
Commercial Mortgage Trust, 2015-PC1, “A5”, 3.902% 7/10/2050 | | | 346,107 | | | | 364,492 | |
Commercial Mortgage Trust, 2017-CD4, “A4”, 3.514% 5/10/2050 | | | 112,627 | | | | 116,231 | |
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51% 9/10/2050 | | | 250,000 | | | | 257,771 | |
CPS Auto Trust, 2016-D, “B”, 2.11% 3/15/2021 (n) | | | 215,000 | | | | 213,992 | |
Crest Ltd., CDO, 7% (0.001% cash or 7% PIK) 1/28/2040 (a)(p) | | | 684,900 | | | | 109,584 | |
Drive Auto Receivables Trust, 2017-1, “C”, 2.84% 4/15/2022 | | | 98,000 | | | | 98,431 | |
Dryden Senior Loan Fund, 2014-31A, “CR”, FLR, 3.453% (U.S. LIBOR-3mo. + 2.1%), 4/18/2026 (n) | | | 370,000 | | | | 369,396 | |
DT Auto Owner Trust, 2017-2A, “C”, 3.03% 1/17/2023 (n) | | | 215,000 | | | | 215,020 | |
Eaton Vance CLO Ltd., 2014-1A, “CR”, FLR, 3.609% (U.S. LIBOR-3mo. + 2.25%), 7/15/2026 (n) | | | 300,000 | | | | 299,473 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Asset-Backed & Securitized – continued | | | | | |
Falcon Franchise Loan LLC, 7.482% 1/05/2023 (i)(z) | | $ | 9,667 | | | $ | 387 | |
First Union-Lehman Brothers Bank of America, 1.117% 11/18/2035 (i) | | | 247,073 | | | | 3,615 | |
Flatiron CLO Ltd., 2015-1A, “CR”, FLR, 3.259% (U.S. LIBOR-3mo. + 1.9%), 4/15/2027 (n) | | | 260,000 | | | | 259,964 | |
GMF Floorplan Owner Revolving Trust, 2017-2, “C”, 2.63% 7/15/2022 (z) | | | 260,000 | | | | 257,446 | |
GS Mortgage Securities Trust, 2017-GS6, “A3”, 3.433% 5/10/2050 | | | 177,406 | | | | 181,804 | |
HarbourView CLO VII Ltd., 7A, “CR”, FLR, 3.815% (U.S. LIBOR-3mo. + 2.38%), 11/18/2026 (n) | | | 300,000 | | | | 299,645 | |
JPMorgan Chase Commercial Mortgage Securities Corp., 3.454% 9/15/2050 | | | 134,136 | | | | 137,409 | |
JPMorgan Chase Commercial Mortgage Trust, 2007-LD11, “AM”, 6.008% 6/15/2049 | | | 93,819 | | | | 95,290 | |
Lehman Brothers Commercial Conduit Mortgage Trust, 0.958% 2/18/2030 (i) | | | 7,169 | | | | 0 | |
Morgan Stanley Bank of America Merrill Lynch Trust, 2017-C34, “A4”, 3.536% 11/15/2052 | | | 250,000 | | | | 257,800 | |
Morgan Stanley Capital I Trust, 2017-H1, “A5”, 3.53% 6/15/2050 | | | 187,518 | | | | 193,541 | |
Morgan Stanley Capital I, Inc., 1.493% 4/28/2039 (i)(z) | | | 286,630 | | | | 2,006 | |
NextGear Floorplan Master Owner Trust, 2017-2A, “B”, 3.02% 10/17/2022 (n) | | | 212,000 | | | | 210,626 | |
Oaktree CLO Ltd., 2014-2A, “BR”, FLR, 3.912% (U.S. LIBOR-3mo. + 2.55%), 10/20/2026 (n) | | | 300,000 | | | | 301,108 | |
Race Point CLO Ltd., 2013-8A, “CR”, FLR, 3.935% (U.S. LIBOR-3mo. + 2.5%), 2/20/2030 (n) | | | 300,000 | | | | 303,904 | |
Santander Drive Auto Receivables Trust, 2017-2, “C”, 2.79% 8/15/2022 | | | 214,000 | | | | 214,643 | |
Shackleton CLO Ltd., 2014-6A, “CR”, FLR, 3.603% (U.S. LIBOR-3mo. + 2.25%), 7/17/2026 (n) | | | 290,000 | | | | 291,659 | |
Sierra Receivables Funding Co. LLC, 2015-1A, “A”, 2.4% 3/22/2032 (n) | | | 51,759 | | | | 51,565 | |
Silver Spring CLO Ltd., FLR, 4.109% (U.S. LIBOR-3mo. + 2.75%), 10/15/2026 (n) | | | 280,000 | | | | 279,249 | |
UBS Commercial Mortgage Trust 2017-C6, “A5”, 3.579% 12/15/2050 | | | 250,000 | | | | 257,886 | |
UBS Commercial Mortgage Trust 2017-C7, “A4”, 3.679% 12/15/2050 | | | 250,000 | | | | 259,585 | |
Voya CLO Ltd., 2013-3A, “BR”, FLR, 3.503% (U.S. LIBOR-3mo. + 2.15%), 1/18/2026 (n) | | | 290,000 | | | | 291,666 | |
8
MFS Strategic Income Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Asset-Backed & Securitized – continued | | | | | |
Wells Fargo Commercial Mortgage Trust, 2017-C42, “A5”, 3.589% 12/15/2050 | | $ | 250,000 | | | $ | 257,965 | |
West CLO Ltd., 2014-1A, “CR”, FLR, 4.353% (U.S. LIBOR-3mo. + 3%), 7/18/2026 (n) | | | 260,000 | | | | 262,636 | |
| | | | | | | | |
| | | $ | 9,258,440 | |
| | | | | | | | |
Automotive – 0.8% | | | | | |
General Motors Co., 4.2% 10/01/2027 | | $ | 134,000 | | | $ | 138,645 | |
General Motors Financial Co., Inc., 3.45% 4/10/2022 | | | 273,000 | | | | 276,607 | |
| | | | | | | | |
| | | | | | $ | 415,252 | |
| | | | | | | | |
Broadcasting – 0.3% | | | | | |
Time Warner, Inc., 3.8% 2/15/2027 | | $ | 125,000 | | | $ | 124,847 | |
| | | | | | | | |
Brokerage & Asset Managers – 0.4% | | | | | |
Raymond James Financial, 4.95% 7/15/2046 | | $ | 163,000 | | | $ | 184,116 | |
| | | | | | | | |
Building – 0.7% | | | | | |
Martin Marietta Materials, Inc., 3.5% 12/15/2027 | | $ | 115,000 | | | $ | 114,107 | |
Martin Marietta Materials, Inc., 4.25% 7/02/2024 | | | 215,000 | | | | 226,106 | |
| | | | | | | | |
| | | | | | $ | 340,213 | |
| | | | | | | | |
Cable TV – 1.3% | | | | | |
Cox Communications, Inc., 3.15% 8/15/2024 (n) | | $ | 123,000 | | | $ | 121,113 | |
Cox Communications, Inc., 3.5% 8/15/2027 (n) | | | 200,000 | | | | 197,212 | |
Time Warner Cable, Inc., 8.25% 4/01/2019 | | | 150,000 | | | | 160,306 | |
Time Warner Cable, Inc., 4.5% 9/15/2042 | | | 183,000 | | | | 171,555 | |
| | | | | | | | |
| | | | | | $ | 650,186 | |
| | | | | | | | |
Computer Software – 2.0% | | | | | |
Microsoft Corp., 3.125% 11/03/2025 | | $ | 314,000 | | | $ | 320,497 | |
Microsoft Corp., 4.25% 2/06/2047 | | | 295,000 | | | | 336,940 | |
Oracle Corp., 3.25% 11/15/2027 | | | 315,000 | | | | 320,247 | |
| | | | | | | | |
| | | | | | $ | 977,684 | |
| | | | | | | | |
Computer Software – Systems – 0.7% | | | | | |
Apple, Inc., 4.25% 2/09/2047 | | $ | 295,000 | | | $ | 327,500 | |
| | | | | | | | |
Conglomerates – 0.4% | | | | | |
Johnson Controls International PLC, 5.7% 3/01/2041 | | $ | 171,000 | | | $ | 201,518 | |
| | | | | | | | |
Consumer Products – 1.3% | | | | | |
Reckitt Benckiser Treasury Services PLC, 3.625% 9/21/2023 (n) | | $ | 259,000 | | | $ | 267,508 | |
Reckitt Benckiser Treasury Services PLC, 2.75% 6/26/2024 (n) | | | 401,000 | | | | 392,222 | |
| | | | | | | | |
| | | | | | $ | 659,730 | |
| | | | | | | | |
Consumer Services – 0.1% | | | | | |
Priceline Group, Inc., 3.55% 3/15/2028 | | $ | 63,000 | | | $ | 62,386 | |
| | | | | | | | |
Containers – 0.4% | | | | | | | | |
San Miguel Industrias PET S.A., 4.5% 9/18/2022 (n) | | $ | 200,000 | | | $ | 203,200 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Emerging Market Quasi-Sovereign – 1.0% | | | | | |
Abu Dhabi Crude Oil Pipeline, 4.6% 11/02/2047 (n) | | $ | 200,000 | | | $ | 205,706 | |
Gaz Capital S.A., 7.288% 8/16/2037 | | | 100,000 | | | | 123,254 | |
Petrobras Global Finance B.V., 5.999% 1/27/2028 (n) | | | 122,000 | | | | 122,305 | |
Petroleos Mexicanos, 5.625% 1/23/2046 | | | 55,000 | | | | 50,903 | |
| | | | | | | | |
| | | | | | $ | 502,168 | |
| | | | | | | | |
Emerging Market Sovereign – 1.8% | | | | | |
Dominican Republic, 8.625% 4/20/2027 | | $ | 100,000 | | | $ | 122,500 | |
Government of Malaysia, 3.58% 9/28/2018 | | MYR | 524,000 | | | | 130,219 | |
Government of Ukraine, 7.75% 9/01/2021 | | $ | 135,000 | | | | 143,699 | |
Republic of Argentina, 7.125% 7/06/2036 | | | 150,000 | | | | 162,525 | |
Republic of El Salvador, 7.65% 6/15/2035 | | | 92,000 | | | | 99,720 | |
Republic of Sri Lanka, 6.825% 7/18/2026 | | | 200,000 | | | | 220,063 | |
| | | | | | | | |
| | | | | | $ | 878,726 | |
| | | | | | | | |
Energy – Independent – 0.9% | | | | | |
Canadian Oil Sands Co., 7.75% 5/15/2019 (z) | | $ | 126,000 | | | $ | 134,054 | |
Canadian Oil Sands Co., 4.5% 4/01/2022 (z) | | | 118,000 | | | | 120,860 | |
Tengizchevroil Finance Co. International Ltd., 4% 8/15/2026 | | | 200,000 | | | | 200,500 | |
| | | | | | | | |
| | | | | | $ | 455,414 | |
| | | | | | | | |
Energy – Integrated – 0.5% | | | | | |
Shell International Finance B.V., 2.875% 5/10/2026 | | $ | 225,000 | | | $ | 224,941 | |
| | | | | | | | |
Food & Beverages – 1.9% | | | | | |
Anheuser-Busch InBev Worldwide, Inc., 3.75% 1/15/2022 | | $ | 205,000 | | | $ | 214,238 | |
Anheuser-Busch InBev Worldwide, Inc., 3.3% 2/01/2023 | | | 154,000 | | | | 157,565 | |
Anheuser-Busch InBev Worldwide, Inc., 4.439% 10/06/2048 | | | 125,491 | | | | 136,578 | |
Kraft Foods Group, Inc., 5% 6/04/2042 | | | 269,000 | | | | 288,412 | |
Wm. Wrigley Jr. Co., 3.375% 10/21/2020 (n) | | | 149,000 | | | | 152,585 | |
| | | | | | | | |
| | | | | | $ | 949,378 | |
| | | | | | | | |
Insurance – 1.1% | | | | | |
American International Group, Inc., 3.75% 7/10/2025 | | $ | 94,000 | | | $ | 96,894 | |
American International Group, Inc., 3.9% 4/01/2026 | | | 294,000 | | | | 304,804 | |
American International Group, Inc., 4.7% 7/10/2035 | | | 59,000 | | | | 65,210 | |
American International Group, Inc., 4.5% 7/16/2044 | | | 53,000 | | | | 57,037 | |
| | | | | | | | |
| | | | | | $ | 523,945 | |
| | | | | | | | |
Insurance – Health – 0.5% | | | | | |
UnitedHealth Group, Inc., 3.75% 10/15/2047 | | $ | 220,000 | | | $ | 224,237 | |
| | | | | | | | |
9
MFS Strategic Income Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Insurance – Property & Casualty – 0.6% | | | | | |
Allied World Assurance Co. Holdings Ltd., 4.35% 10/29/2025 | | $ | 310,000 | | | $ | 313,690 | |
| | | | | | | | |
International Market Quasi-Sovereign – 0.5% | | | | | |
Dexia Credit Local S.A., 2.25% 2/18/2020 (n) | | $ | 270,000 | | | $ | 269,365 | |
| | | | | | | | |
Machinery & Tools – 0.5% | | | | | |
CNH Industrial Capital LLC, 3.85% 11/15/2027 | | $ | 273,000 | | | $ | 272,488 | |
| | | | | | | | |
Major Banks – 7.3% | | | | | |
Bank of America Corp., 2.151% 11/09/2020 | | $ | 100,000 | | | $ | 99,535 | |
Bank of America Corp., 4.125% 1/22/2024 | | | 75,000 | | | | 79,751 | |
Bank of America Corp., 3.248% 10/21/2027 | | | 656,000 | | | | 650,762 | |
Bank of America Corp., 4.183% 11/25/2027 | | | 260,000 | | | | 271,435 | |
Barclays PLC, 3.25% 1/12/2021 | | | 224,000 | | | | 226,151 | |
Credit Suisse Group AG, “A”, 3.574% 1/09/2023 (n) | | | 250,000 | | | | 254,149 | |
Goldman Sachs Group, Inc., 5.75% 1/24/2022 | | | 194,000 | | | | 215,089 | |
Goldman Sachs Group, Inc., 3% 4/26/2022 | | | 50,000 | | | | 50,191 | |
ING Bank N.V., 5.8% 9/25/2023 (n) | | | 322,000 | | | | 361,305 | |
JPMorgan Chase & Co., 3.882% to 7/24/2037, FLR to 7/24/2038 | | | 269,000 | | | | 277,665 | |
Morgan Stanley, 7.3% 5/13/2019 | | | 100,000 | | | | 106,602 | |
Morgan Stanley, 3.7% 10/23/2024 | | | 277,000 | | | | 286,169 | |
Morgan Stanley, 3.625% 1/20/2027 | | | 522,000 | | | | 534,092 | |
UBS Group Funding (Switzerland) AG, 4.253% 3/23/2028 (n) | | | 215,000 | | | | 226,479 | |
| | | | | | | | |
| | | | | | $ | 3,639,375 | |
| | | | | | | | |
Medical & Health Technology & Services – 0.3% | | | | | |
Laboratory Corp. of America Holdings, 2.625% 2/01/2020 | | $ | 140,000 | | | $ | 140,361 | |
| | | | | | | | |
Medical Equipment – 0.5% | | | | | |
Abbott Laboratories, 4.75% 11/30/2036 | | $ | 221,000 | | | $ | 248,142 | |
| | | | | | | | |
Metals & Mining – 0.8% | | | | | |
Glencore Funding LLC, 4.125% 5/30/2023 (n) | | $ | 164,000 | | | $ | 169,658 | |
Glencore Funding LLC, 4% 4/16/2025 (n) | | | 84,000 | | | | 84,844 | |
Glencore Funding LLC, 3.875% 10/27/2027 (n) | | | 167,000 | | | | 164,789 | |
| | | | | | | | |
| | | | | | $ | 419,291 | |
| | | | | | | | |
Midstream – 0.7% | | | | | |
Kinder Morgan Energy Partners LP, 6.375% 3/01/2041 | | $ | 320,000 | | | $ | 371,690 | |
| | | | | | | | |
Mortgage-Backed – 0.6% | | | | | |
Fannie Mae, 5.5%, 3/01/2020 - 9/01/2034 | | $ | 19,837 | | | $ | 21,209 | |
Fannie Mae, 6.5%, 4/01/2032 | | | 23,578 | | | | 26,560 | |
Freddie Mac, 4.224%, 3/25/2020 | | | 241,289 | | | | 249,851 | |
| | | | | | | | |
| | | | | | $ | 297,620 | |
| | | | | | | | |
Municipals – 0.6% | | | | | |
New Jersey Economic Development Authority State Pension Funding Rev., “B”, AGM, 0% 2/15/2023 | | $ | 350,000 | | | $ | 292,810 | |
| | | | | | | | |
Natural Gas – Distribution – 0.4% | | | | | |
GNL Quintero S.A., 4.634% 7/31/2029 | | $ | 200,000 | | | $ | 208,250 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
Network & Telecom – 0.8% | | | | | |
AT&T, Inc., 5.45% 3/01/2047 | | $ | 361,000 | | | $ | 385,507 | |
AT&T, Inc., 5.15% 2/14/2050 | | | 26,000 | | | | 26,130 | |
| | | | | | | | |
| | | | | | $ | 411,637 | |
| | | | | | | | |
Oils – 1.4% | | | | | |
Andeavor, 3.8% 4/01/2028 | | $ | 67,000 | | | $ | 67,140 | |
Marathon Petroleum Corp., 4.75% 9/15/2044 | | | 294,000 | | | | 306,920 | |
Phillips 66, 4.875% 11/15/2044 | | | 277,000 | | | | 316,997 | |
| | | | | | | | |
| | | | | | $ | 691,057 | |
| | | | | | | | |
Other Banks & Diversified Financials – 0.7% | | | | | |
Compass Bank, 2.875% 6/29/2022 | | $ | 250,000 | | | $ | 247,354 | |
JSC Kazkommertsbank, 5.5% 12/21/2022 | | | 99,000 | | | | 98,951 | |
| | | | | | | | |
| | | | | | $ | 346,305 | |
| | | | | | | | |
Pharmaceuticals – 2.1% | | | | | |
Celgene Corp., 2.75% 2/15/2023 | | $ | 287,000 | | | $ | 284,590 | |
Gilead Sciences, Inc., 3.65% 3/01/2026 | | | 209,000 | | | | 216,762 | |
Johnson & Johnson, 2.9% 1/15/2028 | | | 314,000 | | | | 314,368 | |
Shire Acquisitions Investments Ireland Designated Activity Co., 2.875% 9/23/2023 | | | 206,000 | | | | 202,481 | |
| | | | | | | | |
| | | | | | $ | 1,018,201 | |
| | | | | | | | |
Railroad & Shipping – 0.3% | | | | | |
Panama Canal Railway Co., 7% 11/01/2026 (n) | | $ | 141,600 | | | $ | 144,786 | |
| | | | | | | | |
Supranational – 0.7% | | | | | |
Corporacion Andina de Fomento, 4.375% 6/15/2022 | | $ | 340,000 | | | $ | 362,233 | |
| | | | | | | | |
Telecommunications – Wireless – 1.4% | | | | | |
American Tower Corp., REIT, 3.55% 7/15/2027 | | $ | 358,000 | | | $ | 355,278 | |
American Tower Corp., REIT, 3.6% 1/15/2028 | | | 125,000 | | | | 124,227 | |
Digicel Group Ltd., 6% 4/15/2021 | | | 200,000 | | | | 196,848 | |
| | | | | | | | |
| | | | | | $ | 676,353 | |
| | | | | | | | |
Tobacco – 0.8% | | | | | |
B.A.T. Capital Corp., 3.557% 8/15/2027 (n) | | $ | 384,000 | | | $ | 384,384 | |
| | | | | | | | |
U.S. Government Agencies and Equivalents – 0.3% | |
Small Business Administration, 6.35% 4/01/2021 | | $ | 2,936 | | | $ | 3,056 | |
Small Business Administration, 4.77% 4/01/2024 | | | 26,871 | | | | 27,940 | |
Small Business Administration, 4.99% 9/01/2024 | | | 20,702 | | | | 21,664 | |
Small Business Administration, 4.86% 1/01/2025 | | | 27,206 | | | | 28,343 | |
Small Business Administration, 4.625% 2/01/2025 | | | 35,554 | | | | 36,857 | |
Small Business Administration, 5.11% 8/01/2025 | | | 28,679 | | | | 30,092 | |
| | | | | | | | |
| | | | | | $ | 147,952 | |
| | | | | | | | |
10
MFS Strategic Income Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
BONDS – continued | | | | | | | | |
U.S. Treasury Obligations – 17.3% | | | | | |
U.S. Treasury Bonds, 4.75% 2/15/2037 | | $ | 760,000 | | | $ | 1,011,735 | |
U.S. Treasury Bonds, 3.5% 2/15/2039 | | | 900,000 | | | | 1,027,016 | |
U.S. Treasury Bonds, 2.5% 2/15/2045 (f) | | | 1,542,000 | | | | 1,468,371 | |
U.S. Treasury Notes, 1.625% 3/15/2020 | | | 3,450,000 | | | | 3,428,549 | |
U.S. Treasury Notes, 1.75% 2/28/2022 | | | 1,700,000 | | | | 1,673,847 | |
| | | | | | | | |
| | | | | | $ | 8,609,518 | |
| | | | | | | | |
Utilities – Electric Power – 1.4% | | | | | |
Dominion Resources, Inc., 3.9% 10/01/2025 | | $ | 186,000 | | | $ | 194,065 | |
Enel Finance International N.V., 3.625% 5/25/2027 (n) | | | 280,000 | | | | 278,114 | |
FirstEnergy Corp., 4.85% 7/15/2047 | | | 185,000 | | | | 206,271 | |
| | | | | | | | |
| | | | | | $ | 678,450 | |
| | | | | | | | |
Total Bonds (Identified Cost, $36,926,844) | | | | | | $ | 37,242,820 | |
| | | | | | | | |
| | |
COMMON STOCKS – 0.0% | | | | | | | | |
Energy – Independent – 0.0% | | | | | |
Frontera Energy Corp. (a) | | | 594 | | | $ | 18,713 | |
| | | | | | | | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | | | | | | | | |
Printing & Publishing – 0.0% | | | | | |
Quad/Graphics, Inc. | | | 8 | | | $ | 181 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $107,167) | | | | | | $ | 18,894 | |
| | | | | | | | |
INVESTMENT COMPANIES (h) – 24.5% | | | | | |
Money Market Funds – 3.0% | | | | | |
MFS Institutional Money Market Portfolio, 1.25% (v) | | | 1,509,122 | | | $ | 1,508,971 | |
| | | | | | | | |
| |
Bond Funds – 21.5% | | | | | |
MFS High Yield Pooled Portfolio (v) | | | 1,144,373 | | | $ | 10,665,553 | |
| | | | | | | | |
Total Investment Companies (Identified Cost, $13,156,897) | | | | | | $ | 12,174,524 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.5% | | | | | | | 260,449 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 49,696,687 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(f) | | All or a portion of the security has been segregated as collateral for open futures contracts. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $12,174,524 and $37,261,714, respectively. |
(i) | | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
(n) | | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $9,335,227, representing 18.8% of net assets. |
(p) | | Payment-in-kind security for which interest income may be received in additional securities and/or cash. |
(v) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
(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, FLR, 2.937% (U.S. LIBOR-1mo. + 1.6%), 12/28/2040 | | 3/01/06 | | | $196,118 | | | | $171,223 | |
Canadian Oil Sands Co., 7.75% 5/15/2019 | | 9/29/17 | | | 134,625 | | | | 134,054 | |
Canadian Oil Sands Co., 4.5% 4/01/2022 | | 10/26/17 | | | 123,117 | | | | 120,860 | |
Cent CLO LP, 2012-16AR, “A1AR”, FLR, 4.576% (U.S. LIBOR-3mo. + 3.2%), 8/01/2024 | | 5/04/16 | | | 315,000 | | | | 314,692 | |
Falcon Franchise Loan LLC, 7.482% 1/05/2023 | | 1/18/02 | | | 387 | | | | 387 | |
GMF Floorplan Owner Revolving Trust, 2017-2, “C”, 2.63% 7/15/2022 | | 8/15/17 | | | 259,943 | | | | 257,446 | |
Morgan Stanley Capital I, Inc., 1.493% 4/28/2039 | | 7/20/04 | | | 2,471 | | | | 2,006 | |
Total Restricted Securities | | | | | | | | | $1,000,668 | |
% of Net assets | | | | | | | | | 2.0% | |
The following abbreviations are used in this report and are defined:
CDO | | Collateralized Debt Obligation |
CLO | | Collateralized Loan Obligation |
FLR | | Floating rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. |
11
MFS Strategic Income Portfolio
Portfolio of Investments – continued
PLC | | Public Limited Company |
REIT | | Real Estate Investment Trust |
| | |
Insurers |
AGM | | Assured Guaranty Municipal |
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 12/31/17
Forward Foreign Currency Exchange Contracts
| | | | | | | | | | | | | | | | | | | | |
Currency Purchased | | Currency Sold | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | |
RUB | | | 3,106,000 | | | | | USD | | 52,365 | | JPMorgan Chase Bank N.A. | | | 2/06/2018 | | | | $1,370 | |
TRY | | | 285,000 | | | | | USD | | 73,438 | | Morgan Stanley Capital Services, Inc. | | | 1/12/2018 | | | | 1,523 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | $2,893 | |
| | | | | | | | | | | | | | | | | | | | |
Liability Derivatives | | | | | | | | | | | | |
MXN | | | 319,119 | | | | | USD | | 16,718 | | Brown Brothers Harriman | | | 1/12/2018 | | | | $(515 | ) |
MXN | | | 658,902 | | | | | USD | | 34,678 | | JPMorgan Chase Bank N.A. | | | 1/12/2018 | | | | (1,223 | ) |
USD | | | 52,010 | | | | | RUB | | 3,105,000 | | JPMorgan Chase Bank N.A. | | | 2/06/2018 | | | | (1,708 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | $(3,446 | ) |
| | | | | | | | | | | | | | | | | | | | |
Futures Contracts
| | | | | | | | | | | | | | | | | | | | | | |
Description | | Long/ Short | | | Currency | | | Contracts | | Notional Amount | | | Expiration Date | | | Value/ Unrealized Appreciation (Depreciation) | |
Asset Derivatives | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury Note 10 yr Ultra | | | Short | | | | USD | | | 12 | | | $1,602,750 | | | | March - 2018 | | | | $9,028 | |
| | | | | | | | | | | | | | | | | | | | | | |
Liability Derivatives | | | | | | | | | | | | | | | | | | | | | | |
Interest Rate Futures | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury Note 2 yr | | | Long | | | | USD | | | 12 | | | $2,569,313 | | | | March - 2018 | | | | $(6,043 | ) |
U.S. Treasury Note 10 yr | | | Long | | | | USD | | | 2 | | | 248,094 | | | | March - 2018 | | | | (1,848 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | $(7,891 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2017, the fund had liquid securities with an aggregate value of $13,332 to cover any collateral or margin obligations for certain derivative contracts.
See Notes to Financial Statements
12
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value (identified cost, $37,034,011) | | | $37,261,714 | |
Investments in affiliated issuers, at value (identified cost, $13,156,897) | | | 12,174,524 | |
Cash | | | 1,951 | |
Receivables for | | | | |
Forward foreign currency exchange contracts | | | 2,893 | |
Investments sold | | | 3,011 | |
Fund shares sold | | | 5,007 | |
Interest | | | 324,753 | |
Receivable from investment adviser | | | 8,579 | |
Other assets | | | 664 | |
Total assets | | | $49,783,096 | |
Liabilities | | | | |
Payables for | | | | |
Forward foreign currency exchange contracts | | | $3,446 | |
Daily variation margin on open futures contracts | | | 2,212 | |
Investments purchased | | | 183 | |
Fund shares reacquired | | | 18,692 | |
Payable to affiliates | | | | |
Shareholder servicing costs | | | 124 | |
Distribution and/or service fees | | | 200 | |
Payable for independent Trustees’ compensation | | | 44 | |
Accrued expenses and other liabilities | | | 61,508 | |
Total liabilities | | | $86,409 | |
Net assets | | | $49,696,687 | |
Net assets consist of | | | | |
Paid-in capital | | | $48,940,105 | |
Unrealized appreciation (depreciation) | | | (754,053 | ) |
Accumulated net realized gain (loss) | | | (284,502 | ) |
Undistributed net investment income | | | 1,795,137 | |
Net assets | | | $49,696,687 | |
Shares of beneficial interest outstanding | | | 5,059,051 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $42,409,355 | | | | 4,311,907 | | | | $9.84 | |
Service Class | | | 7,287,332 | | | | 747,144 | | | | 9.75 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
See Notes to Financial Statements
13
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 12/31/17 | |
Net investment income (loss) | |
Income | | | | |
Interest | | | $1,279,522 | |
Dividends from affiliated issuers | | | 885,989 | |
Income on securities loaned | | | 2 | |
Foreign taxes withheld | | | (897 | ) |
Total investment income | | | $2,164,616 | |
Expenses | | | | |
Management fee | | | $361,397 | |
Distribution and/or service fees | | | 20,449 | |
Shareholder servicing costs | | | 13,129 | |
Administrative services fee | | | 17,772 | |
Independent Trustees’ compensation | | | 2,617 | |
Custodian fee | | | 10,651 | |
Shareholder communications | | | 23,727 | |
Audit and tax fees | | | 75,368 | |
Legal fees | | | 4,809 | |
Miscellaneous | | | 18,065 | |
Total expenses | | | $547,984 | |
Reduction of expenses by investment adviser | | | (114,010 | ) |
Net expenses | | | $433,974 | |
Net investment income (loss) | | | $1,730,642 | |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $818,175 | |
Affiliated issuers | | | (271,676 | ) |
Futures contracts | | | 74,875 | |
Forward foreign currency exchange contracts | | | (1,813 | ) |
Foreign currency | | | 640 | |
Net realized gain (loss) | | | $620,201 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $225,569 | |
Affiliated issuers | | | 527,843 | |
Futures contracts | | | (6,915 | ) |
Forward foreign currency exchange contracts | | | 92 | |
Translation of assets and liabilities in foreign currencies | | | 33 | |
Net unrealized gain (loss) | | | $746,622 | |
Net realized and unrealized gain (loss) | | | $1,366,823 | |
Change in net assets from operations | | | $3,097,465 | |
See Notes to Financial Statements
14
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $1,730,642 | | | | $2,237,878 | |
Net realized gain (loss) | | | 620,201 | | | | 517,813 | |
Net unrealized gain (loss) | | | 746,622 | | | | 1,637,414 | |
Change in net assets from operations | | | $3,097,465 | | | | $4,393,105 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(2,356,097 | ) | | | $(1,657,951 | ) |
Change in net assets from fund share transactions | | | $(4,011,928 | ) | | | $(6,737,895 | ) |
Total change in net assets | | | $(3,270,560 | ) | | | $(4,002,741 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 52,967,247 | | | | 56,969,988 | |
At end of period (including undistributed net investment income of $1,795,137 and $2,347,898, respectively) | | | $49,696,687 | | | | $52,967,247 | |
See Notes to Financial Statements
15
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $9.71 | | | | $9.25 | | | | $10.01 | | | | $10.01 | | | | $10.19 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.34 | | | | $0.40 | (c) | | | $0.37 | | | | $0.41 | | | | $0.42 | |
Net realized and unrealized gain (loss) | | | 0.26 | | | | 0.37 | | | | (0.55 | ) | | | (0.08 | ) | | | (0.28 | ) |
Total from investment operations | | | $0.60 | | | | $0.77 | | | | $(0.18 | ) | | | $0.33 | | | | $0.14 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.47 | ) | | | $(0.31 | ) | | | $(0.58 | ) | | | $(0.33 | ) | | | $(0.32 | ) |
Net asset value, end of period (x) | | | $9.84 | | | | $9.71 | | | | $9.25 | | | | $10.01 | | | | $10.01 | |
Total return (%) (k)(r)(s)(x) | | | 6.24 | | | | 8.24 | (c) | | | (1.85 | ) | | | 3.27 | | | | 1.46 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f)(h) | | | 1.02 | | | | 0.89 | (c) | | | 0.96 | | | | 0.94 | | | | 1.00 | |
Expenses after expense reductions (f)(h) | | | 0.80 | | | | 0.71 | (c) | | | 0.80 | | | | 0.80 | | | | 0.85 | |
Net investment income (loss) | | | 3.39 | | | | 4.09 | (c) | | | 3.74 | | | | 4.05 | | | | 4.18 | |
Portfolio turnover | | | 72 | | | | 21 | | | | 31 | | | | 21 | | | | 28 | |
Net assets at end of period (000 omitted) | | | $42,409 | | | | $44,191 | | | | $47,422 | | | | $59,824 | | | | $63,319 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $9.63 | | | | $9.17 | | | | $9.92 | | | | $9.93 | | | | $10.12 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.31 | | | | $0.37 | (c) | | | $0.34 | | | | $0.39 | | | | $0.39 | |
Net realized and unrealized gain (loss) | | | 0.25 | | | | 0.37 | | | | (0.54 | ) | | | (0.09 | ) | | | (0.28 | ) |
Total from investment operations | | | $0.56 | | | | $0.74 | | | | $(0.20 | ) | | | $0.30 | | | | $0.11 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.44 | ) | | | $(0.28 | ) | | | $(0.55 | ) | | | $(0.31 | ) | | | $(0.30 | )�� |
Net asset value, end of period (x) | | | $9.75 | | | | $9.63 | | | | $9.17 | | | | $9.92 | | | | $9.93 | |
Total return (%) (k)(r)(s)(x) | | | 5.88 | | | | 8.00 | (c) | | | (2.06 | ) | | | 2.99 | | | | 1.18 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f)(h) | | | 1.27 | | | | 1.14 | (c) | | | 1.21 | | | | 1.19 | | | | 1.25 | |
Expenses after expense reductions (f)(h) | | | 1.05 | | | | 0.97 | (c) | | | 1.05 | | | | 1.05 | | | | 1.10 | |
Net investment income (loss) | | | 3.16 | | | | 3.83 | (c) | | | 3.49 | | | | 3.80 | | | | 3.93 | |
Portfolio turnover | | | 72 | | | | 21 | | | | 31 | | | | 21 | | | | 28 | |
Net assets at end of period (000 omitted) | | | $7,287 | | | | $8,776 | | | | $9,548 | | | | $10,719 | | | | $11,829 | |
See Notes to Financial Statements
16
MFS Strategic Income Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(h) | In addition to the fees and expenses which the fund bears directly, the fund indirectly bears a pro rata share of the fees and expenses of the underlying affiliated funds in which the fund invests. Accordingly, the expense ratio for the fund reflects only those fees and expenses borne directly by the fund. Because the underlying affiliated funds have varied expense and fee levels and the fund may own different proportions of the underlying affiliated funds at different times, the amount of fees and expenses incurred indirectly by the fund will vary. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
17
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 below investment grade quality securities can involve a substantially greater risk of default or can already be in default, and their values can decline significantly. Below investment grade quality securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general, than higher quality debt instruments. The fund and the High Yield Pooled Portfolio invest in foreign securities. Investments in foreign securities are vulnerable to the effects of changes in the relative values of the local currency and the U.S. dollar and to the effects of changes in each country’s market, economic, industry, political, regulatory, geopolitical, and other conditions.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – The investments of the fund and the High Yield Pooled Portfolio are valued as described below.
Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or
18
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
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.
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.
19
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
Other financial instruments are derivative instruments, such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $181 | | | | $18,713 | | | | $— | | | | $18,894 | |
U.S. Treasury Bonds & U.S. Government Agency & Equivalents | | | — | | | | 8,757,470 | | | | — | | | | 8,757,470 | |
Non-U.S. Sovereign Debt | | | — | | | | 2,012,492 | | | | — | | | | 2,012,492 | |
Municipal Bonds | | | — | | | | 292,810 | | | | — | | | | 292,810 | |
U.S. Corporate Bonds | | | — | | | | 11,695,818 | | | | — | | | | 11,695,818 | |
Residential Mortgage-Backed Securities | | | — | | | | 297,620 | | | | — | | | | 297,620 | |
Commercial Mortgage-Backed Securities | | | — | | | | 2,756,918 | | | | — | | | | 2,756,918 | |
Asset-Backed Securities (including CDOs) | | | — | | | | 6,501,522 | | | | — | | | | 6,501,522 | |
Foreign Bonds | | | — | | | | 4,928,170 | | | | — | | | | 4,928,170 | |
Mutual Funds | | | 12,174,524 | | | | — | | | | — | | | | 12,174,524 | |
Total | | | $12,174,705 | | | | $37,261,533 | | | | $— | | | | $49,436,238 | |
| | | | |
Other Financial Instruments | | | | | | | | | | | | |
Futures Contracts – Assets | | | $9,028 | | | | $— | | | | $— | | | | $9,028 | |
Futures Contracts – Liabilities | | | (7,891 | ) | | | — | | | | — | | | | (7,891 | ) |
Forward Foreign Currency Exchange Contracts – Assets | | | — | | | | 2,893 | | | | — | | | | 2,893 | |
Forward Foreign Currency Exchange Contracts – Liabilities | | | — | | | | (3,446 | ) | | | — | | | | (3,446 | ) |
For further information regarding security characteristics, see the Portfolio of Investments. Please refer to the High Yield Pooled Portfolio’s shareholder report for further information regarding the levels used in valuing its assets or liabilities.
Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Derivatives – The fund uses derivatives 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 during the period were purchased options, futures contracts, and forward foreign currency exchange contracts. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at December 31, 2017 as reported in the Statement of Assets and Liabilities:
| | | | | | | | | | |
| | | | Fair Value (a) | |
Risk | | Derivative Contracts | | Asset Derivatives | | | Liability Derivatives | |
Interest Rate | | Interest Rate Futures | | | $9,028 | | | | $(7,891 | ) |
Foreign Exchange | | Forward Foreign Currency Exchange | | | 2,893 | | | | (3,446 | ) |
Total | | | | | $11,921 | | | | $(11,337 | ) |
(a) | Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities. |
20
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended December 31, 2017 as reported in the Statement of Operations:
| | | | | | | | | | | | |
Risk | | Futures Contracts | | | Forward Foreign Currency Exchange Contracts | | | Unaffiliated Issuers (Purchased Options) | |
Interest Rate | | | $74,875 | | | | $— | | | | $— | |
Foreign Exchange | | | — | | | | (1,813 | ) | | | — | |
Equity | | | — | | | | — | | | | (10,764 | ) |
Total | | | $74,875 | | | | $(1,813 | ) | | | $(10,764 | ) |
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, 2017 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Futures Contracts | | | Forward Foreign Currency Exchange Contracts | |
Interest Rate | | | $(6,915 | ) | | | $— | |
Foreign Exchange | | | — | | | | 92 | |
Total | | | $(6,915 | ) | | | $92 | |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Purchased Options – The fund purchased put options for a premium. Purchased put options entitle the holder to sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing put options may hedge against an anticipated decline in the value of portfolio securities or currency or decrease the fund’s exposure to an underlying instrument.
The premium paid is initially recorded as an investment in the Statement of Assets and Liabilities. That investment is subsequently marked-to-market daily with the difference between the premium paid and the market value of the purchased option being recorded as unrealized appreciation or depreciation. Premiums paid for purchased put options which have expired are treated as realized losses on investments in the Statement of Operations. Upon the exercise or closing of a purchased put option, the premium paid is offset against the proceeds on the sale of the underlying security or financial instrument in order to determine the realized gain or loss on investments.
Whether or not the option is exercised, the fund’s maximum risk of loss from purchasing an option is the amount of premium paid. All option contracts involve credit risk if the counterparty to the option contract fails to perform. For uncleared options, this risk is
21
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a 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 forward foreign currency exchange contracts.
Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Security Loans – Under its Securities Lending Agency Agreement with the fund, State Street Bank and Trust Company (“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 separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income. At December 31, 2017, there were no securities on loan or collateral outstanding.
22
MFS Strategic Income Portfolio
Notes to Financial Statements – continued
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.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. 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 defaulted bonds, amortization and accretion of debt securities, and expiration of capital loss carryforwards.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $2,356,097 | | | | $1,657,951 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $50,507,960 | |
Gross appreciation | | | 753,037 | |
Gross depreciation | | | (1,824,175 | ) |
Net unrealized appreciation (depreciation) | | | $(1,071,138 | ) |
Undistributed ordinary income | | | 1,827,687 | |
Other temporary differences | | | 33 | |
23
MFS Strategic Income 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 | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $1,994,249 | | | | $1,402,576 | |
Service Class | | | 361,848 | | | | 255,375 | |
Total | | | $2,356,097 | | | | $1,657,951 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.70% | |
In excess of $1 billion | | | 0.65% | |
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, 2017, this management fee reduction amounted to $4,125, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017, this reduction amounted to $109,885, 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, 2017, the fee was $12,128, which equated to 0.0235% 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, 2017, these costs amounted to $1,001.
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, 2017 was equivalent to an annual effective rate of 0.0344% 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.
24
MFS Strategic Income 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, 2017, the fee paid by the fund under this agreement was $92 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. 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 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. 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, 2017, purchases and sales of investments, other than purchased option transactions and short-term obligations, were as follows:
| | | | | | | | |
| | Purchases | | | Sales | |
U.S. Government securities | | | $8,300,633 | | | | $2,276,418 | |
Non-U.S. Government securities | | | $27,583,532 | | | | $39,827,721 | |
(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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 288,818 | | | | $2,862,544 | | | | 332,652 | | | | $3,239,753 | |
Service Class | | | 92,548 | | | | 906,325 | | | | 89,017 | | | | 845,820 | |
| | | 381,366 | | | | $3,768,869 | | | | 421,669 | | | | $4,085,573 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 204,329 | | | | $1,994,249 | | | | 142,829 | | | | $1,402,576 | |
Service Class | | | 37,342 | | | | 361,848 | | | | 26,192 | | | | 255,375 | |
| | | 241,671 | | | | $2,356,097 | | | | 169,021 | | | | $1,657,951 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (730,440 | ) | | | $(7,253,077 | ) | | | (1,051,969 | ) | | | $(10,163,349 | ) |
Service Class | | | (293,752 | ) | | | (2,883,817 | ) | | | (244,957 | ) | | | (2,318,070 | ) |
| | | (1,024,192 | ) | | | $(10,136,894 | ) | | | (1,296,926 | ) | | | $(12,481,419 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (237,293 | ) | | | $(2,396,284 | ) | | | (576,488 | ) | | | $(5,521,020 | ) |
Service Class | | | (163,862 | ) | | | (1,615,644 | ) | | | (129,748 | ) | | | (1,216,875 | ) |
| | | (401,155 | ) | | | $(4,011,928 | ) | | | (706,236 | ) | | | $(6,737,895 | ) |
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, 2017, the fund’s commitment fee and interest expense were $349 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) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS High Yield Pooled Portfolio | | | | | | | 2,028,247 | | | | 169,757 | | | | (1,053,631 | ) | | | 1,144,373 | |
MFS Institutional Money Market Portfolio | | | | | | | 859,396 | | | | 29,298,372 | | | | (28,648,646 | ) | | | 1,509,122 | |
| | | | | |
Affiliated Issuers | | Realized Gain (Loss) | | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS High Yield Pooled Portfolio | | | $(271,608 | ) | | | $527,983 | | | | $— | | | | $867,171 | | | | $10,665,553 | |
MFS Institutional Money Market Portfolio | | | (68 | ) | | | (140 | ) | | | — | | | | 18,818 | | | | 1,508,971 | |
| | | | | | | | | | | | | | | | | | | | |
| | | $(271,676 | ) | | | $527,843 | | | | $— | | | | $885,989 | | | | $12,174,524 | |
| | | | | | | | | | | | | | | | | | | | |
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 the 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; whether third parties responsible for the erroneous October 2008 filing would bear some or all of any liability; and the degree to which the fund may be entitled to indemnification from a third party for any amount required to be disgorged. 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:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Strategic Income Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
27
MFS Strategic Income Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
28
MFS Strategic Income Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
29
MFS Strategic Income Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) William Adams Ward Brown Philipp Burgener David Cole Alexander Mackey Joshua Marston Robert Persons Matt 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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, 2016 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.
31
MFS Strategic Income 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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $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, 2017.
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 mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
33
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
34
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
35
ANNUAL REPORT
December 31, 2017
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 EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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
| | | | |
Top ten holdings | | | | |
Alphabet, Inc., “A” | | | 10.5% | |
Facebook, Inc., “A” | | | 9.2% | |
Amazon.com, Inc. | | | 5.5% | |
Microsoft Corp. | | | 4.3% | |
DXC Technology Co. | | | 4.1% | |
Salesforce.com, Inc. | | | 4.0% | |
Adobe Systems, Inc. | | | 3.7% | |
Visa, Inc., “A” | | | 3.6% | |
Broadcom Corp. | | | 3.5% | |
Mastercard, Inc., “A” | | | 2.7% | |
| | | | |
Top five industries | | | | |
Internet | | | 23.3% | |
Computer Software | | | 15.1% | |
Business Services | | | 14.8% | |
Computer Software – Systems | | | 10.0% | |
Electronics | | | 7.3% | |
(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 December 31, 2017.
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, 2017, Initial Class shares of the MFS Technology Portfolio (“fund”) provided a total return of 39.00%, while Service Class shares of the fund provided a total return of 38.65%. These compare with a return of 21.83% over the same period for the fund’s benchmark, the Standard & Poor’s 500 Stock Index, and a return of 37.78% for the fund’s other benchmark, the Standard & Poor’s North American Technology Sector Index.
Market Environment
For the first time in many years, the global economy experienced a period of synchronized economic growth over the reporting period. The rebound in emerging markets (“EM”) economies was more pronounced (despite the slight deceleration in Chinese growth at the end of the period), helped by larger economies, such as Brazil and Russia, emerging from recessions. At the same time, developed markets (“DM”) economies continued to grow at or above potential. Market confidence increased in the US during the period fueled, in part, by a more lenient US regulatory backdrop and hopes for a significant cut in corporate tax rates, which came to fruition at the end of the period.
Globally, markets benefited from a reflation trade as commodity prices strengthened, activity and growth prospects improved, and inflation moved higher, though within moderate bounds. As a result, there were more tightening signals and actions by DM central banks. The US Federal Reserve increased interest rates by 25 basis points three times during the period, bringing the total number of quarter-percent hikes in the federal funds rate to five, since December 2015. The European Central Bank announced an extension of its quantitative easing program at the end of the period, but reduced the pace of its monthly asset purchases by half. In addition, the Bank of England hiked its base rate for the first time in a decade, late in the end of the period. Markets were comforted, along with central banks, by the decline in fears of a populist surge in Europe after establishment candidates won the Dutch and French elections, though a right-wing populist party gained seats in the German parliament for the first time in the post-World War II era. Additionally, European growth reflected a generally calmer political economic backdrop.
In recent months, the US dollar reversed the sharp rise seen early in the period, easing what had been a substantial headwind to earnings for multinationals. US consumer spending held up well during the second half of the period amid a modest increase in real wages and relatively low gasoline prices. However, demand for autos cooled from the record level logged early in the period, while the housing market improved, albeit constrained by below-average inventory levels. Global trade, which was sluggish early in the period, showed signs of improvement in the period’s second half, a positive indicator of global economic activity and prospects. Early in the period, there was a selloff in EM due to fears that President Trump would follow through on various campaign threats and promises that were judged to be detrimental to EM. While President Trump withdrew the US from the Trans-Pacific Partnership and began the renegotiation of the North American Free Trade Agreement, significant additional policy action was lacking on economic issues involving EM. As a result, EM resumed their upward trajectory, powered by strong inflows throughout 2017.
Contributors to Performance
Stock selection in the computer software industry was a primary factor that contributed to performance relative to the Standard & Poor’s North American Technology Sector Index. Overweight holdings of software company Adobe Systems and customer information software manager Salesforce.com strengthened relative performance. Shares of Adobe Systems outperformed the benchmark during the year on the back of strong future guidance and continued success of the company’s Creative Cloud products. Avoiding shares of poor-performing enterprise software products maker Oracle further helped relative results.
An underweight position in the network & telecom industry was another area of relative strength. Here, the timing of the fund’s ownership in shares of wireless communications software company QUALCOMM helped relative performance.
The combination of favorable stock selection and, to a lesser extent an overweight position in the internet industry further benefited relative returns. The fund’s holdings of online and mobile commerce company Alibaba Group (b) (China) bolstered relative results. Shares of Alibaba Group appreciated after the company reported impressive earnings, driven by strong revenue growth in core commerce, due to an increase in spending per merchant and growth in user traffic.
Elsewhere, the combination of the fund’s short position in diversified technology products and services company IBM (h), early in the reporting period, and not holding shares of the stock later in the reporting period, aided relative returns. The timing of the fund’s short position in poor-performing semiconductor company Intel (h) also benefited relative performance. Shares of IBM declined during the year, as the company reported lower-than-expected sales figures due to underperformance in both its Cognitive Solutions and Technology Services and Cloud Platform divisions. Additionally, overweight positions in information technology company DXC Technology, laser diodes and equipment manufacturer Coherent (h) and video game maker Activision Blizzard contributed to relative performance.
3
MFS Technology Portfolio
Management Review – continued
Detractors from Performance
The fund’s allocation to the cable TV and brokers & asset managers industries, both of which are not represented in the benchmark, was a primary detractor from relative performance. Within the cable TV industry, the fund’s positions in cable and telecommunications company Altice USA (b) and cable services provider Comcast (b) hurt relative results. Shares of Altice USA were weighed down by what appeared to have been concerns over parent-company Altice N.V.’s European operations, as well as the continued cord-cutting trend in the United States. Within the brokers & asset managers industry, the fund’s holdings of securities exchange services provider NASDAQ (b) further hampered relative results.
In other sectors, not owning shares of strong-performing computer graphics processors maker NVIDIA and semiconductor company Micron Technology weakened relative performance as both companies outpaced the benchmark during the year. Shares of NVIDIA benefited from reported earnings that beat investor expectations as crypto-currency mining and gaming offset weakness in the company’s data center division. Underweight holdings of computer and personal electronics maker Apple and software giant Microsoft further hindered relative returns. Holdings of semiconductor company NXP Semiconductors (b) (Ireland), and the fund’s overweight position in shares of internet search giant Alphabet, also held back relative performance.
The fund’s cash and/or cash equivalents position during the period was another negative factor for relative performance. Under normal market conditions, the fund strives to be fully invested and generally holds cash to buy new holdings and to provide liquidity. In a period when equity markets rose, as measured by the fund’s benchmark, holding cash hurt performance versus the benchmark, which has no cash position.
Respectfully,
Portfolio Manager(s)
Matthew Sabel
(b) | Security is not a benchmark constituent. |
(h) | Security was not held in the fund at period end. |
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
MFS Technology Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 12/31/17
Average annual total returns
| | | | | | | | | | | | |
| | Share Class | | Class Inception Date | | 1-yr | | 5-yr | | 10-yr | | |
| | Initial Class | | 6/16/00 | | 39.00% | | 20.15% | | 11.75% | | |
| | Service Class | | 8/24/01 | | 38.65% | | 19.83% | | 11.46% | | |
| | | | |
Comparative benchmark(s) | | | | | | | | |
| | Standard & Poor’s 500 Stock Index (f) | | 21.83% | | 15.79% | | 8.50% | | |
| | Standard & Poor’s North American Technology Sector Index (f) | | 37.78% | | 21.68% | | 12.25% | | |
(f) | Source: FactSet Research Systems Inc. |
Benchmark Definition(s)
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, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.87% | | | | $1,000.00 | | | | $1,150.93 | | | | $4.72 | |
| Hypothetical (h) | | | 0.87% | | | | $1,000.00 | | | | $1,020.82 | | | | $4.43 | |
Service Class | | Actual | | | 1.11% | | | | $1,000.00 | | | | $1,148.74 | | | | $6.01 | |
| Hypothetical (h) | | | 1.11% | | | | $1,000.00 | | | | $1,019.61 | | | | $5.65 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
Notes to Expense Table
Expense ratios include 0.01% of investment related expenses from short sales (See Note 2 of the Notes to Financial Statements) that are outside of the expense limitation arrangement (See Note 3 of the Notes to Financial Statements).
6
MFS Technology Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – 97.4% | |
Aerospace – 2.7% | |
FLIR Systems, Inc. | | | 12,025 | | | $ | 560,606 | |
Harris Corp. | | | 14,072 | | | | 1,993,299 | |
Leidos Holdings, Inc. | | | 29,620 | | | | 1,912,563 | |
Northrop Grumman Corp. | | | 6,040 | | | | 1,853,736 | |
| | | | | | | | |
| | | $ | 6,320,204 | |
| | | | | | | | |
Broadcasting – 2.2% | |
Netflix, Inc. (a) | | | 26,098 | | | $ | 5,009,772 | |
| | | | | | | | |
Brokerage & Asset Managers – 1.6% | |
Intercontinental Exchange, Inc. | | | 18,087 | | | $ | 1,276,219 | |
NASDAQ, Inc. | | | 31,828 | | | | 2,445,345 | |
| | | | | | | | |
| | | $ | 3,721,564 | |
| | | | | | | | |
Business Services – 14.8% | |
Cognizant Technology Solutions Corp., “A” | | | 65,752 | | | $ | 4,669,707 | |
DXC Technology Co. | | | 100,755 | | | | 9,561,650 | |
Fidelity National Information Services, Inc. | | | 42,413 | | | | 3,990,639 | |
First Data Corp. (a) | | | 78,699 | | | | 1,315,060 | |
Fiserv, Inc. (a) | | | 21,043 | | | | 2,759,369 | |
FleetCor Technologies, Inc. (a) | | | 7,214 | | | | 1,388,190 | |
Global Payments, Inc. | | | 36,517 | | | | 3,660,464 | |
Grand Canyon Education, Inc. (a) | | | 15,253 | | | | 1,365,601 | |
PayPal Holdings, Inc. (a) | | | 35,401 | | | | 2,606,222 | |
Total System Services, Inc. | | | 20,749 | | | | 1,641,038 | |
TransUnion (a) | | | 6,194 | | | | 340,422 | |
Verisk Analytics, Inc., “A” (a) | | | 10,416 | | | | 999,936 | |
| | | | | | | | |
| | | $ | 34,298,298 | |
| | | | | | | | |
Cable TV – 1.8% | |
Altice USA, Inc. (a)(l) | | | 67,733 | | | $ | 1,437,972 | |
Comcast Corp., “A” | | | 68,426 | | | | 2,740,461 | |
| | | | | | | | |
| | | $ | 4,178,433 | |
| | | | | | | | |
Computer Software – 15.1% | |
Adobe Systems, Inc. (a) | | | 49,193 | | | $ | 8,620,581 | |
Autodesk, Inc. (a) | | | 18,040 | | | | 1,891,133 | |
Cadence Design Systems, Inc. (a) | | | 34,217 | | | | 1,430,955 | |
Microsoft Corp. | | | 115,026 | | | | 9,839,324 | |
PTC, Inc. (a) | | | 25,655 | | | | 1,559,054 | |
Red Hat, Inc. (a) | | | 9,268 | | | | 1,113,087 | |
RingCentral, Inc. (a) | | | 24,856 | | | | 1,203,030 | |
Salesforce.com, Inc. (a) | | | 90,332 | | | | 9,234,640 | |
| | | | | | | | |
| | | $ | 34,891,804 | |
| | | | | | | | |
Computer Software – Systems – 10.0% | |
Apple, Inc. | | | 35,451 | | | $ | 5,999,373 | |
Constellation Software, Inc. | | | 3,493 | | | | 2,117,531 | |
EPAM Systems, Inc. (a) | | | 16,978 | | | | 1,823,947 | |
New Relic, Inc. (a) | | | 20,202 | | | | 1,167,070 | |
Presidio, Inc. (a) | | | 188,276 | | | | 3,609,251 | |
Rapid7, Inc. (a) | | | 52,541 | | | | 980,415 | |
ServiceNow, Inc. (a) | | | 15,174 | | | | 1,978,538 | |
SS&C Technologies Holdings, Inc. | | | 45,524 | | | | 1,842,812 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
COMMON STOCKS – continued | |
Computer Software – Systems – continued | |
Switch, Inc. | | | 53,417 | | | $ | 971,655 | |
Verint Systems, Inc. (a) | | | 32,896 | | | | 1,376,698 | |
Western Digital Corp. | | | 15,476 | | | | 1,230,806 | |
| | | | | | | | |
| | | $ | 23,098,096 | |
| | | | | | | | |
Consumer Services – 0.6% | |
Priceline Group, Inc. (a) | | | 769 | | | $ | 1,336,322 | |
| | | | | | | | |
Electrical Equipment – 1.8% | |
Amphenol Corp., “A” | | | 33,030 | | | $ | 2,900,034 | |
Littelfuse, Inc. | | | 6,463 | | | | 1,278,511 | |
| | | | | | | | |
| | | $ | 4,178,545 | |
| | | | | | | | |
Electronics – 7.3% | |
Applied Materials, Inc. | | | 52,926 | | | $ | 2,705,577 | |
Broadcom Corp. | | | 31,746 | | | | 8,155,547 | |
Microchip Technology, Inc. | | | 43,266 | | | | 3,802,216 | |
NXP Semiconductors N.V. (a) | | | 7,967 | | | | 932,856 | |
Silicon Laboratories, Inc. (a) | | | 13,590 | | | | 1,199,997 | |
| | | | | | | | |
| | | $ | 16,796,193 | |
| | | | | | | | |
Internet – 23.3% | |
Alibaba Group Holding Ltd., ADR (a) | | | 30,380 | | | $ | 5,238,423 | |
Alphabet, Inc., “A” (a)(s) | | | 22,966 | | | | 24,192,384 | |
Facebook, Inc., “A” (a)(s) | | | 121,001 | | | | 21,351,836 | |
Godaddy, Inc. (a) | | | 37,826 | | | | 1,901,891 | |
GrubHub, Inc. (a) | | | 16,148 | | | | 1,159,426 | |
LogMeIn, Inc. | | | 1,020 | | | | 116,790 | |
| | | | | | | | |
| | | $ | 53,960,750 | |
| | | | | | | | |
Leisure & Toys – 2.4% | |
Activision Blizzard, Inc. | | | 33,809 | | | $ | 2,140,786 | |
Electronic Arts, Inc. (a) | | | 28,762 | | | | 3,021,736 | |
Take-Two Interactive Software, Inc. (a) | | | 2,204 | | | | 241,955 | |
| | | | | | | | |
| | | $ | 5,404,477 | |
| | | | | | | | |
Network & Telecom – 0.6% | |
Qualcomm, Inc. | | | 22,891 | | | $ | 1,465,482 | |
| | | | | | | | |
Other Banks & Diversified Financials – 6.3% | |
Mastercard, Inc., “A” | | | 40,658 | | | $ | 6,153,995 | |
Visa, Inc., “A” | | | 73,331 | | | | 8,361,201 | |
| | | | | | | | |
| | | $ | 14,515,196 | |
| | | | | | | | |
Printing & Publishing – 0.6% | |
IHS Markit Ltd. (a) | | | 30,874 | | | $ | 1,393,961 | |
| | | | | | | | |
Specialty Stores – 5.5% | |
Amazon.com, Inc. (a) | | | 10,945 | | | $ | 12,799,849 | |
| | | | | | | | |
Telecommunications – Wireless – 0.8% | |
American Tower Corp., REIT | | | 12,694 | | | $ | 1,811,053 | |
| | | | | | | | |
Total Common Stocks (Identified Cost, $137,173,771) | | | | | | $ | 225,179,999 | |
| | | | | | | | |
7
MFS Technology Portfolio
Portfolio of Investments – continued
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
INVESTMENT COMPANIES (h) – 2.7% | |
MONEY MARKET FUNDS – 2.7% | |
MFS Institutional Money Market Portfolio, 1.25% (v) (Identified Cost, $6,211,695) | | | 6,212,316 | | | $ | 6,211,695 | |
| | | | | | | | |
| |
SECURITIES SOLD SHORT – (0.1)% | | | | | |
Network & Telecom – (0.1)% | |
Arris International PLC (Proceeds Received, $147,194) (a) | | | (5,276 | ) | | $ | (135,540 | ) |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.0% | | | | 12,396 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 231,268,550 | |
| | | | | | | | |
(a) | | Non-income producing security. |
(h) | | 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. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $6,211,695 and $225,179,999, respectively. |
(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) | | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
At December 31, 2017, the fund had cash collateral of $61,207 and other liquid securities with an aggregate value of $662,243 to cover collateral or margin obligations for securities sold short. Restricted cash and deposits with brokers in the Statement of Assets and Liabilities are comprised of cash collateral.
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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at value, including $609,025 of securities on loan (identified cost, $137,173,771) | | | $225,179,999 | |
Investments in affiliated issuers, at value (identified cost, $6,211,695) | | | 6,211,695 | |
Deposits with brokers for | | | | |
Securities sold short | | | 61,207 | |
Receivables for | | | | |
Fund shares sold | | | 58,682 | |
Interest and dividends | | | 46,858 | |
Other assets | | | 1,715 | |
Total assets | | | $231,560,156 | |
Liabilities | | | | |
Payables for | | | | |
Securities sold short, at value (proceeds received, $147,194) | | | $135,540 | |
Payable for fund shares reacquired | | | 66,143 | |
Payable to affiliates | | | | |
Investment adviser | | | 19,324 | |
Shareholder servicing costs | | | 102 | |
Distribution and/or service fees | | | 5,599 | |
Payable for independent Trustees’ compensation | | | 65 | |
Accrued expenses and other liabilities | | | 64,833 | |
Total liabilities | | | $291,606 | |
Net assets | | | $231,268,550 | |
Net assets consist of | | | | |
Paid-in capital | | | $134,481,462 | |
Unrealized appreciation (depreciation) | | | 88,017,882 | |
Accumulated net realized gain (loss) | | | 8,769,206 | |
Net assets | | | $231,268,550 | |
Shares of beneficial interest outstanding | | | 13,438,838 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $27,658,783 | | | | 1,540,265 | | | | $17.96 | |
Service Class | | | 203,609,767 | | | | 11,898,573 | | | | 17.11 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
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 12/31/17 | |
Net investment income (loss) | |
Income | | | | |
Dividends | | | $1,066,272 | |
Dividends from affiliated issuers | | | 55,162 | |
Interest | | | 10,494 | |
Income on securities loaned | | | 455 | |
Foreign taxes withheld | | | (2,889 | ) |
Total investment income | | | $1,129,494 | |
Expenses | | | | |
Management fee | | | $1,429,962 | |
Distribution and/or service fees | | | 422,861 | |
Shareholder servicing costs | | | 9,792 | |
Administrative services fee | | | 39,615 | |
Independent Trustees’ compensation | | | 4,554 | |
Custodian fee | | | 14,835 | |
Shareholder communications | | | 67,840 | |
Audit and tax fees | | | 54,684 | |
Legal fees | | | 3,285 | |
Dividend and interest expense on securities sold short | | | 46,544 | |
Miscellaneous | | | 18,858 | |
Total expenses | | | $2,112,830 | |
Reduction of expenses by investment adviser | | | (15,362 | ) |
Net expenses | | | $2,097,468 | |
Net investment income (loss) | | | $(967,974 | ) |
Realized and unrealized gain (loss) | | | | |
Realized gain (loss) (identified cost basis) | | | | |
Unaffiliated issuers | | | $11,433,395 | |
Affiliated issuers | | | (692 | ) |
Written options | | | (5,524 | ) |
Securities sold short | | | (308,546 | ) |
Foreign currency | | | (3,970 | ) |
Net realized gain (loss) | | | $11,114,663 | |
Change in unrealized appreciation (depreciation) | | | | |
Unaffiliated issuers | | | $48,587,576 | |
Affiliated issuers | | | (42 | ) |
Securities sold short | | | 187,049 | |
Translation of assets and liabilities in foreign currencies | | | 38 | |
Net unrealized gain (loss) | | | $48,774,621 | |
Net realized and unrealized gain (loss) | | | $59,889,284 | |
Change in net assets from operations | | | $58,921,310 | |
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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $(967,974 | ) | | | $(416,784 | ) |
Net realized gain (loss) | | | 11,114,663 | | | | 4,026,658 | |
Net unrealized gain (loss) | | | 48,774,621 | | | | 7,474,770 | |
Change in net assets from operations | | | $58,921,310 | | | | $11,084,644 | |
Distributions declared to shareholders | | | | | | | | |
From net realized gain | | | $(4,319,221 | ) | | | $(3,659,012 | ) |
Change in net assets from fund share transactions | | | $34,910,824 | | | | $12,740,167 | |
Total change in net assets | | | $89,512,913 | | | | $20,165,799 | |
Net assets | | | | | | | | |
At beginning of period | | | 141,755,637 | | | | 121,589,838 | |
At end of period | | | $231,268,550 | | | | $141,755,637 | |
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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $13.19 | | | | $12.45 | | | | $11.63 | | | | $10.71 | | | | $7.93 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $(0.05 | ) | | | $(0.01 | )(c) | | | $(0.03 | ) | | | $(0.02 | ) | | | $(0.02 | ) |
Net realized and unrealized gain (loss) | | | 5.16 | | | | 1.10 | | | | 1.22 | | | | 1.16 | | | | 2.81 | |
Total from investment operations | | | $5.11 | | | | $1.09 | | | | $1.19 | | | | $1.14 | | | | $2.79 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net realized gain | | | $(0.34 | ) | | | $(0.35 | ) | | | $(0.37 | ) | | | $(0.22 | ) | | | $(0.01 | ) |
Net asset value, end of period (x) | | | $17.96 | | | | $13.19 | | | | $12.45 | | | | $11.63 | | | | $10.71 | |
Total return (%) (k)(r)(s)(x) | | | 39.00 | | | | 8.69 | (c) | | | 10.75 | | | | 10.71 | | | | 35.18 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.88 | | | | 0.85 | (c) | | | 0.91 | | | | 0.94 | | | | 1.05 | |
Expenses after expense reductions (f) | | | 0.88 | | | | 0.85 | (c) | | | 0.91 | | | | 0.93 | | | | 1.05 | |
Net investment income (loss) | | | (0.29 | ) | | | (0.10 | )(c) | | | (0.22 | ) | | | (0.20 | ) | | | (0.27 | ) |
Portfolio turnover | | | 31 | | | | 36 | | | | 45 | | | | 35 | | | | 48 | |
Net assets at end of period (000 omitted) | | | $27,659 | | | | $15,195 | | | | $15,588 | | | | $16,062 | | | | $15,428 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) | | | 0.85 | | | | 0.82 | (c) | | | 0.89 | | | | 0.91 | | | | 0.95 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $12.61 | | | | $11.95 | | | | $11.20 | | | | $10.35 | | | | $7.69 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $(0.08 | ) | | | $(0.04 | )(c) | | | $(0.05 | ) | | | $(0.05 | ) | | | $(0.05 | ) |
Net realized and unrealized gain (loss) | | | 4.92 | | | | 1.05 | | | | 1.17 | | | | 1.12 | | | | 2.72 | |
Total from investment operations | | | $4.84 | | | | $1.01 | | | | $1.12 | | | | $1.07 | | | | $2.67 | |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net realized gain | | | $(0.34 | ) | | | $(0.35 | ) | | | $(0.37 | ) | | | $(0.22 | ) | | | $(0.01 | ) |
Net asset value, end of period (x) | | | $17.11 | | | | $12.61 | | | | $11.95 | | | | $11.20 | | | | $10.35 | |
Total return (%) (k)(r)(s)(x) | | | 38.65 | | | | 8.39 | (c) | | | 10.53 | | | | 10.40 | | | | 34.72 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 1.14 | | | | 1.10 | (c) | | | 1.16 | | | | 1.19 | | | | 1.30 | |
Expenses after expense reductions (f) | | | 1.13 | | | | 1.10 | (c) | | | 1.16 | | | | 1.18 | | | | 1.30 | |
Net investment income (loss) | | | (0.53 | ) | | | (0.35 | )(c) | | | (0.47 | ) | | | (0.45 | ) | | | (0.52 | ) |
Portfolio turnover | | | 31 | | | | 36 | | | | 45 | | | | 35 | | | | 48 | |
Net assets at end of period (000 omitted) | | | $203,610 | | | | $126,561 | | | | $106,002 | | | | $81,693 | | | | $58,379 | |
Supplemental Ratios (%): | | | | | | | | | | | | | | | | | | | | |
Ratio of expenses to average net assets after expense reductions excluding short sale expenses and interest expense and fees (f) | | | 1.10 | | | | 1.06 | (c) | | | 1.14 | | | | 1.16 | | | | 1.20 | |
See Notes to Financial Statements
12
MFS Technology Portfolio
Financial Highlights – continued
(c) | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | Per share data is based on average shares outstanding. |
(f) | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | Certain expenses have been reduced without which performance would have been lower. |
(s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
(x) | The net asset values and total returns have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
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, currency, political, economic, regulatory, geopolitical, and other conditions. The value of stocks in the technology sector can be very volatile due to the rapid pace of product change, technological developments, and other factors.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Equity securities, including restricted equity securities and equity securities held short, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing service. Equity securities 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, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Equity Securities | | | $225,179,999 | | | | $— | | | | $— | | | | $225,179,999 | |
Mutual Funds | | | 6,211,695 | | | | — | | | | — | | | | 6,211,695 | |
Total | | | $231,391,694 | | | | $— | | | | $— | | | | $231,391,694 | |
Short Sales | | | $(135,540 | ) | | | $— | | | | $— | | | | $(135,540 | ) |
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 during the period were written options and purchased options. Depending on the type of derivative, the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party.
At December 31, 2017, 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, 2017 as reported in the Statement of Operations:
| | | | | | | | |
Risk | | Investments (Purchased Options) | | | Written Options | |
Equity | | | $7,949 | | | | $(5,524 | ) |
15
MFS Technology 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, 2017 as reported in the Statement of Operations:
| | | | |
Risk | | Investments (Purchased Options) | |
Equity | | | $6,215 | |
Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
Collateral and margin requirements differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund’s custodian in connection with these agreements. For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.
Written Options – In exchange for a premium, the fund wrote call options on securities for which it anticipated the price would decline and also wrote put options on securities for which it anticipated the price would increase. At the time the option was written, the fund believed the premium received exceeded the potential loss that could result from adverse price changes in the options’ underlying securities. In a written option, the fund as the option writer grants the buyer the right to purchase from, or sell to, the fund a specified number of shares or units of a particular security, currency or index at a specified price within a specified period of time.
The premium received is initially recorded as a liability in the Statement of Assets and Liabilities. The option is subsequently marked-to-market daily with the difference between the premium received and the market value of the written option being recorded as unrealized appreciation or depreciation. When a written option expires, the fund realizes a gain equal to the amount of the premium received. The difference between the premium received and the amount paid on effecting a closing transaction is considered a realized gain or loss. When a written call option is exercised, the premium received is offset against the proceeds to determine the realized gain or loss. When a written put option is exercised, the premium reduces the cost basis of the security purchased by the fund.
At the initiation of the written option contract, for exchange traded options, the fund is required to deposit securities or cash as collateral with the custodian for the benefit of the broker or directly with the clearing broker, based on the type of option. For uncleared options, the fund may post collateral subject to the terms of an ISDA Master Agreement as generally described above if the market value of the options contract moves against it. The fund, as writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities underlying the written option. Losses from writing options can exceed the premium received and can exceed the potential loss from an ordinary buy and sell transaction. Although the fund’s market risk may be significant, the maximum counterparty credit risk to the fund is equal to the market value of any collateral posted to the broker. For uncleared options, this risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above.
Purchased Options – The fund purchased call and put options for a premium. Purchased call and put options entitle the holder to buy and sell a specified number of shares or units of a particular security, currency or index at a specified price at a specified date or within a specified period of time. Purchasing call options may hedge against an anticipated increase in the dollar cost of securities or
16
MFS Technology Portfolio
Notes to Financial Statements – continued
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, 2017, this expense amounted to $46,544. 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 $609,025. The fair value of the fund’s investment securities on loan is presented gross in the Statement of Assets and Liabilities. These loans were collateralized by U.S. Treasury Obligations of $614,244. The collateral on securities loaned exceeded the value of securities on loan at period end. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from securities lending is separately reported in the Statement of Operations. The dividend and interest income earned on the securities loaned is accounted for in the same manner as other dividend and interest income.
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.
17
MFS Technology 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.
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 and straddle loss deferrals.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $829,123 | | | | $— | |
Long-term capital gains | | | 3,490,098 | | | | 3,659,012 | |
Total distributions | | | $4,319,221 | | | | $3,659,012 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $144,532,930 | |
Gross appreciation | | | 87,918,340 | |
Gross depreciation | | | (1,195,116 | ) |
Net unrealized appreciation (depreciation) | | | $86,723,224 | |
Undistributed ordinary income | | | 2,704,259 | |
Undistributed long-term capital gain | | | 7,359,605 | |
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 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $498,246 | | | | $398,532 | |
Service Class | | | 3,820,975 | | | | 3,260,480 | |
Total | | | $4,319,221 | | | | $3,659,012 | |
18
MFS Technology Portfolio
Notes to Financial Statements – continued
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $1 billion | | | 0.75% | |
In excess of $1 billion | | | 0.70% | |
MFS has agreed in writing to reduce its management fee by a specified amount if certain MFS mutual fund assets exceed thresholds agreed to by MFS and the fund’s Board of Trustees. For the year ended December 31, 2017, this management fee reduction amounted to $15,362, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 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, 2019. For the year ended December 31, 2017, 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, 2017, the fee was $9,277, which equated to 0.0049% 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, 2017, these costs amounted to $515.
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, 2017 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, 2017, 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. This money market fund does not pay a management fee to MFS.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the
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MFS Technology Portfolio
Notes to Financial Statements – continued
year ended December 31, 2017, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $11,910 and $203,840, respectively. The sales transactions resulted in net realized gains (losses) of $28,195.
For the year ended December 31, 2017, purchases and sales of investments, other than purchased option transactions, short sales, and short-term obligations, aggregated $83,806,721 and $56,873,454, 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 570,136 | | | | $9,085,607 | | | | 62,965 | | | | $787,597 | |
Service Class | | | 3,158,826 | | | | 49,001,289 | | | | 2,251,503 | | | | 27,047,907 | |
| | | 3,728,962 | | | | $58,086,896 | | | | 2,314,468 | | | | $27,835,504 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 30,178 | | | | $498,246 | | | | 29,987 | | | | $398,532 | |
Service Class | | | 242,602 | | | | 3,820,974 | | | | 256,327 | | | | 3,260,480 | |
| | | 272,780 | | | | $4,319,220 | | | | 286,314 | | | | $3,659,012 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (212,150 | ) | | | $(3,419,215 | ) | | | (192,929 | ) | | | $(2,432,011 | ) |
Service Class | | | (1,538,347 | ) | | | (24,076,077 | ) | | | (1,344,754 | ) | | | (16,322,338 | ) |
| | | (1,750,497 | ) | | | $(27,495,292 | ) | | | (1,537,683 | ) | | | $(18,754,349 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | 388,164 | | | | $6,164,638 | | | | (99,977 | ) | | | $(1,245,882 | ) |
Service Class | | | 1,863,081 | | | | 28,746,186 | | | | 1,163,076 | | | | 13,986,049 | |
| | | 2,251,245 | | | | $34,910,824 | | | | 1,063,099 | | | | $12,740,167 | |
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, 2017, the fund’s commitment fee and interest expense were $1,244 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
(7) | | Investments in Affiliated Issuers |
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:
| | | | | | | | | | | | | | | | | | |
Affiliated Issuers | | | | Beginning Shares/Par Amount | | | Acquisitions Shares/Par Amount | | | Dispositions Shares/Par Amount | | | Ending Shares/Par Amount | |
MFS Institutional Money Market Portfolio | | | | | 5,414,389 | | | | 55,329,718 | | | | (54,531,791 | ) | | | 6,212,316 | |
| | | | | |
Affilated Issuers | | Realized Gain (Loss) | | Change in Unrealized Appreciation (Depreciation) | | | Capital Gain Distributions | | | Dividend Income | | | Ending Value | |
MFS Institutional Money Market Portfolio | | $(692) | | | $(42 | ) | | | $— | | | | $55,162 | | | | $6,211,695 | |
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MFS Technology Portfolio
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of MFS Technology Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Technology Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
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MFS Technology Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
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MFS Technology Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
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MFS Technology Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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 4th quintile for the one-year period and the 3rd quintile for the five-year period ended December 31, 2016 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.
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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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $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, 2017.
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MFS Technology Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
FEDERAL TAX INFORMATION (unaudited)
The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $3,840,000 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.
27
rev. 3/16
| | | | |
FACTS | | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? | | |
| | |
Why? | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| | |
What? | | The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and account balances • Account transactions and transaction history • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. |
| | |
How? | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| | | | |
Reasons we can share your personal information | | Does MFS share? | | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | Yes | | No |
For our marketing purposes – to offer our products and services to you | | No | | We don’t share |
For joint marketing with other financial companies | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | | No | | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | | No | | We don’t share |
For nonaffiliates to market to you | | No | | We don’t share |
| | |
Questions? | | Call 800-225-2606 or go to mfs.com. |
28
| | |
Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| | |
What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
| | |
Definitions |
Affiliates | | Companies related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. |
Nonaffiliates | | Companies not related by common ownership or control. They can be financial and nonfinancial companies. • MFS does not share with nonaffiliates so they can market to you. |
Joint marketing | | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • MFS doesn’t jointly market. |
| | |
Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
29
ANNUAL REPORT
December 31, 2017
MFS® U.S. GOVERNMENT MONEY MARKET PORTFOLIO
MFS® Variable Insurance Trust II
MKS-ANN
MFS® U.S. GOVERNMENT 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 U.S. Government Money Market Portfolio
LETTER FROM THE EXECUTIVE CHAIRMAN
Dear Contract Owners:
Rising bond yields have led to a measurable uptick in market volatility, which has been a departure from the low-volatility environment that prevailed for much of 2017. In spite of this, global markets remain elevated amid synchronized economic growth. Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains accommodative around the world, with many central banks taking only tentative steps toward tighter policies. However, interest rates have begun to rise globally of late as investors anticipate that central policy shifts may be necessary in the months ahead.
Newly enacted U.S. tax reforms have been welcomed by equity markets while emerging market economies have been boosted by a weaker U.S. dollar. Around the world, inflation remains largely subdued but tight labor markets and solid global demand have investors on the lookout for its potential resurgence amid robust global trade and recovering commodity prices.
At MFS®, we believe having a disciplined, long-term investment approach through a full market cycle is essential to capturing the best opportunities while also managing risk. In our view, such a strategy, along with the professional guidance of a financial advisor, will help you reach your investment objectives.
Respectfully,
Robert J. Manning
Executive Chairman
MFS Investment Management
February 15, 2018
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 U.S. Government Money Market Portfolio
PORTFOLIO COMPOSITION
Portfolio structure (u)
| | | | |
Composition including fixed income credit quality (a)(u) | |
A-1+ | | | 13.3% | |
A-1 | | | 78.0% | |
A-2 | | | 8.5% | |
Other Assets Less Liabilities | | | 0.2% | |
| | | | |
Maturity breakdown (u) | | | | |
0 - 7 days | | | 25.9% | |
8 - 29 days | | | 49.0% | |
30 - 59 days | | | 24.9% | |
Other Assets Less Liabilities | | | 0.2% | |
(a) | Ratings are assigned to portfolio securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P scale. All ratings are subject to change. The fund is not rated by these agencies. |
(u) | For purposes of this presentation, accrued interest, where applicable, is included. |
Percentages are based on net assets as of December 31, 2017.
The portfolio is actively managed and current holdings may be different.
2
MFS U.S. Government Money Market Portfolio
PERFORMANCE SUMMARY THROUGH 12/31/17
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 | | 0.30% | | 0.62% | | |
| | Service Class | | 8/24/01 | | 0.29% | | 0.62% | | |
Notes to Performance Summary
Yields quoted are based on the latest seven days ended as of December 31, 2017, 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 U.S. Government Money Market Portfolio
EXPENSE TABLE
Fund Expenses Borne by the Contract Holders during the Period,
July 1, 2017 through December 31, 2017
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, 2017 through December 31, 2017.
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 7/01/17 | | | Ending Account Value 12/31/17 | | | Expenses Paid During Period (p) 7/01/17-12/31/17 | |
Initial Class | | Actual | | | 0.56% | | | | $1,000.00 | | | | $1,002.44 | | | | $2.83 | |
| Hypothetical (h) | | | 0.56% | | | | $1,000.00 | | | | $1,022.38 | | | | $2.85 | |
Service Class | | Actual | | | 0.56% | | | | $1,000.00 | | | | $1,002.44 | | | | $2.83 | |
| Hypothetical (h) | | | 0.56% | | | | $1,000.00 | | | | $1,022.38 | | | | $2.85 | |
(h) | 5% class return per year before expenses. |
(p) | “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). |
4
MFS U.S. Government Money Market Portfolio
PORTFOLIO OF INVESTMENTS – 12/31/17
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
U.S. GOVERNMENT AGENCIES AND EQUIVALENTS (y) – 91.3% | |
Fannie Mae, 1.197%, due 1/03/2018 | | $ | 12,600,000 | | | $ | 12,599,174 | |
Fannie Mae, 1.137%, due 1/04/2018 | | | 14,706,000 | | | | 14,704,627 | |
Fannie Mae, 1.067%, due 1/08/2018 | | | 2,462,000 | | | | 2,461,497 | |
Fannie Mae, 1.117%, due 1/08/2018 | | | 1,000,000 | | | | 999,786 | |
Fannie Mae, 1.127%, due 1/09/2018 | | | 3,200,000 | | | | 3,199,211 | |
Fannie Mae, 1.083%, due 1/10/2018 | | | 2,900,000 | | | | 2,899,228 | |
Fannie Mae, 1.198%, due 1/23/2018 | | | 4,000,000 | | | | 3,997,116 | |
Fannie Mae, 1.29%, due 2/07/2018 | | | 10,000,000 | | | | 9,986,947 | |
Fannie Mae, 1.301%, due 2/21/2018 | | | 8,300,000 | | | | 8,284,961 | |
Federal Farm Credit Bank, 1.158%, due 1/05/2018 | | | 8,000,000 | | | | 7,998,988 | |
Federal Farm Credit Bank, 1.219%, due 1/11/2018 | | | 6,000,000 | | | | 5,998,000 | |
Federal Farm Credit Bank, 1.219%, due 1/12/2018 | | | 100,000 | | | | 99,963 | |
Federal Farm Credit Bank, 1.229%, due 1/23/2018 | | | 3,500,000 | | | | 3,497,412 | |
Federal Farm Credit Bank, 1.21%, due 1/30/2018 | | | 13,000,000 | | | | 12,987,538 | |
Federal Farm Credit Bank, 1.279%, due 1/31/2018 | | | 8,500,000 | | | | 8,491,075 | |
Federal Farm Credit Bank, 1.29%, due 2/09/2018 | | | 8,000,000 | | | | 7,988,993 | |
Federal Farm Credit Bank, 1.28%, due 2/14/2018 | | | 7,000,000 | | | | 6,989,220 | |
Federal Home Loan Bank, 1.087%, due 1/02/2018 | | | 8,000,000 | | | | 7,999,762 | |
Federal Home Loan Bank, 1.148%, due 1/09/2018 | | | 8,100,000 | | | | 8,097,966 | |
Federal Home Loan Bank, 1.198%, due 1/09/2018 | �� | | 5,700,000 | | | | 5,698,505 | |
Federal Home Loan Bank, 1.249%, due 1/12/2018 | | | 9,000,000 | | | | 8,996,618 | |
Federal Home Loan Bank, 1.259%, due 1/17/2018 | | | 10,190,000 | | | | 10,184,384 | |
| | | | | | | | |
Issuer | | Shares/Par | | | Value ($) | |
U.S. GOVERNMENT AGENCIES AND EQUIVALENTS (y) – continued | |
Federal Home Loan Bank, 1.26%, due 1/19/2018 | | $ | 8,000,000 | | | $ | 7,995,040 | |
Federal Home Loan Bank, 1.25%, due 1/24/2018 | | | 13,000,000 | | | | 12,989,784 | |
Federal Home Loan Bank, 1.25%, due 1/25/2018 | | | 7,881,000 | | | | 7,874,538 | |
Freddie Mac, 1.098%, due 1/16/2018 | | | 13,000,000 | | | | 12,994,150 | |
Freddie Mac, 1.209%, due 1/18/2018 | | | 8,500,000 | | | | 8,495,223 | |
Freddie Mac, 1.159%, due 1/26/2018 | | | 23,000,000 | | | | 22,981,792 | |
Freddie Mac, 1.119%, due 2/07/2018 | | | 7,000,000 | | | | 6,992,086 | |
Freddie Mac, 1.124%, due 2/07/2018 | | | 10,900,000 | | | | 10,887,621 | |
U.S. Treasury Bill, 1.137%, due 1/04/2018 | | | 11,600,000 | | | | 11,598,917 | |
U.S. Treasury Bill, 1.083%, due 1/11/2018 | | | 13,000,000 | | | | 12,996,154 | |
U.S. Treasury Bill, 1.194%, due 1/25/2018 | | | 11,500,000 | | | | 11,490,992 | |
U.S. Treasury Bill, 1.142%, due 2/15/2018 | | | 5,700,000 | | | | 5,692,020 | |
U.S. Treasury Bill, 1.219%, due 2/15/2018 | | | 100,000 | | | | 99,850 | |
| | | | | | | | |
Total U.S. Government Agencies and Equivalents, at Amortized Cost and Value | | | $ | 287,249,138 | |
| | | | | | | | |
|
REPURCHASE AGREEMENTS – 8.5% | |
Goldman Sachs Repurchase Agreement, 1.3%, dated 12/29/2017, due 1/02/2018, total to be received $26,634,847 (secured by U.S. Treasury and Federal Agency obligations valued at $27,163,633 in a jointly traded account), at Cost and Value | | $ | 26,631,000 | | | $ | 26,631,000 | |
| | | | | | | | |
OTHER ASSETS, LESS LIABILITIES – 0.2% | | | | | | | 654,361 | |
| | | | | | | | |
NET ASSETS – 100.0% | | | | | | $ | 314,534,499 | |
| | | | | | | | |
(y) | | The rate shown represents an annualized yield at time of purchase. |
See Notes to Financial Statements
5
MFS U.S. Government 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 12/31/17 | | | | |
Assets | | | | |
Investments in unaffiliated issuers, at cost and value | | | $313,880,138 | |
Cash | | | 723 | |
Receivables for | | | | |
Fund shares sold | | | 1,384,132 | |
Interest | | | 2,885 | |
Other assets | | | 2,338 | |
Total assets | | | $315,270,216 | |
Liabilities | | | | |
Payables for | | | | |
Fund shares reacquired | | | $660,460 | |
Payable to affiliates | | | | |
Investment adviser | | | 17,450 | |
Shareholder servicing costs | | | 69 | |
Payable for independent Trustees’ compensation | | | 73 | |
Accrued expenses and other liabilities | | | 57,665 | |
Total liabilities | | | $735,717 | |
Net assets | | | $314,534,499 | |
Net assets consist of | | | | |
Paid-in capital | | | $314,534,499 | |
Net assets | | | $314,534,499 | |
Shares of beneficial interest outstanding | | | 314,754,545 | |
| | | | | | | | | | | | |
| | Net assets | | | Shares outstanding | | | Net asset value per share | |
Initial Class | | | $168,106,789 | | | | 168,216,510 | | | | $1.00 | |
Service Class | | | 146,427,710 | | | | 146,538,035 | | | | 1.00 | |
Net asset value per share is calculated using actual net assets and shares outstanding rather than amounts that have been rounded for presentation purposes.
See Notes to Financial Statements
6
MFS U.S. Government 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 12/31/17 | | | | |
Net investment income (loss) | | | | |
Interest income | | | $2,761,137 | |
Expenses | | | | |
Management fee | | | $1,665,313 | |
Distribution and/or service fees | | | 406,845 | |
Shareholder servicing costs | | | 8,843 | |
Administrative services fee | | | 62,232 | |
Independent Trustees’ compensation | | | 8,970 | |
Custodian fee | | | 16,942 | |
Shareholder communications | | | 40,847 | |
Audit and tax fees | | | 34,789 | |
Legal fees | | | 4,707 | |
Miscellaneous | | | 35,754 | |
Total expenses | | | $2,285,242 | |
Reduction of expenses by investment adviser and distributor | | | (462,579 | ) |
Net expenses | | | $1,822,663 | |
Net investment income (loss) | | | $938,474 | |
Net realized gain (loss) on investments in unaffiliated issuers | | | $13 | |
Change in net assets from operations | | | $938,487 | |
See Notes to Financial Statements
7
MFS U.S. Government 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.
| | | | | | | | |
| | Year ended | |
| | | 12/31/17 | | | | 12/31/16 | |
Change in net assets | | | | | | | | |
From operations | | | | | | | | |
Net investment income (loss) | | | $938,474 | | | | $30,955 | |
Net realized gain (loss) | | | 13 | | | | 3,595 | |
Change in net assets from operations | | | $938,487 | | | | $34,550 | |
Distributions declared to shareholders | | | | | | | | |
From net investment income | | | $(938,722 | ) | | | $(30,955 | ) |
Change in net assets from fund share transactions | | | $(47,858,372 | ) | | | $(10,468,273 | ) |
Total change in net assets | | | $(47,858,607 | ) | | | $(10,464,678 | ) |
Net assets | | | | | | | | |
At beginning of period | | | 362,393,106 | | | | 372,857,784 | |
At end of period | | | $314,534,499 | | | | $362,393,106 | |
See Notes to Financial Statements
8
MFS U.S. Government 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 that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| | | | | | | | | | | | | | | | | | | | |
Initial Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.00 | (w) | | | $0.00 | (c)(w) | | | $0.00 | | | | $0.00 | | | | $0.00 | |
Net realized and unrealized gain (loss) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) |
Total from investment operations | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.00 | )(w) | | | $(0.00 | )(w) | | | $— | | | | $— | | | | $— | |
Net asset value, end of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Total return (%) (k)(r) | | | 0.30 | | | | 0.01 | (c) | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.56 | | | | 0.53 | (c) | | | 0.57 | | | | 0.55 | | | | 0.55 | |
Expenses after expense reductions (f) | | | 0.54 | | | | 0.30 | (c) | | | 0.13 | | | | 0.10 | | | | 0.12 | |
Net investment income (loss) | | | 0.29 | | | | 0.01 | (c) | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Net assets at end of period (000 omitted) | | | $168,107 | | | | $179,458 | | | | $190,761 | | | | $214,019 | | | | $228,673 | |
| |
Service Class | | Year ended | |
| | 12/31/17 | | | 12/31/16 | | | 12/31/15 | | | 12/31/14 | | | 12/31/13 | |
Net asset value, beginning of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Income (loss) from investment operations | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) (d) | | | $0.00 | (w) | | | $0.00 | (c)(w) | | | $0.00 | | | | $0.00 | | | | $0.00 | |
Net realized and unrealized gain (loss) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) | | | 0.00 | (w) |
Total from investment operations | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) | | | $0.00 | (w) |
Less distributions declared to shareholders | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | $(0.00 | )(w) | | | $(0.00 | )(w) | | | $— | | | | $— | | | | $— | |
Net asset value, end of period | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | | | | $1.00 | |
Total return (%) (k)(r) | | | 0.29 | | | | 0.01 | (c) | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Ratios (%) (to average net assets) and Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Expenses before expense reductions (f) | | | 0.81 | | | | 0.79 | (c) | | | 0.82 | | | | 0.80 | | | | 0.80 | |
Expenses after expense reductions (f) | | | 0.55 | | | | 0.30 | (c) | | | 0.13 | | | | 0.10 | | | | 0.12 | |
Net investment income (loss) | | | 0.27 | | | | 0.01 | (c) | | | 0.00 | | | | 0.00 | | | | 0.00 | |
Net assets at end of period (000 omitted) | | | $146,428 | | | | $182,935 | | | | $182,097 | | | | $205,550 | | | | $246,964 | |
(c) | | Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher. |
(d) | | Per share data is based on average shares outstanding. |
(f) | | Ratios do not reflect reductions from fees paid indirectly, if applicable. |
(k) | | The total return does not reflect expenses that apply to separate accounts. Inclusion of these charges would reduce the total return figures for all periods shown. |
(r) | | Certain expenses have been reduced without which performance would have been lower. |
(w) | | Per share amount was less than $0.01. |
See Notes to Financial Statements
9
MFS U.S. Government Money Market Portfolio
NOTES TO FINANCIAL STATEMENTS
(1) | | Business and Organization |
MFS U.S. Government Money Market Portfolio (the fund) is a diversified series of MFS Variable Insurance Trust II (the trust). The trust is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The shareholders of each series of the trust are separate accounts of insurance companies, which offer variable annuity and/or life insurance products, and qualified retirement and pension plans.
The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.
(2) | | Significant Accounting Policies |
General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
In October 2016, the Securities and Exchange Commission (SEC) released its final rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduced two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contained amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments, for all reporting periods ending after August 1, 2017. The fund has adopted the Rule’s Regulation S-X amendments and believes that the fund’s financial statements are in compliance with those amendments.
Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations – Pursuant to procedures approved by the Board of Trustees, investments held by the fund are generally valued at amortized cost, which approximates market value. Amortized cost involves valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument can be different from the market value of an instrument.
Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. The following is a summary of the levels used as of December 31, 2017 in valuing the fund’s assets or liabilities:
| | | | | | | | | | | | | | | | |
Financial Instruments | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Short-Term Securities | | | $— | | | | $313,880,138 | | | | $— | | | | $313,880,138 | |
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 of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund and other funds managed
10
MFS U.S. Government Money Market Portfolio
Notes to Financial Statements – continued
by MFS may utilize a joint trading account for the purpose of entering into one or more repurchase agreements. At December 31, 2017, the fund had investments in repurchase agreements with a gross value of $26,631,000 included in investments in the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the repurchase agreements at period end.
Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles.
Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. 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, 2017, there were no significant adjustments due to differences between book and tax
accounting.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
| | | | | | | | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Ordinary income (including any short-term capital gains) | | | $938,722 | | | | $30,955 | |
The federal tax cost and the tax basis components of distributable earnings were as follows:
| | | | |
As of 12/31/17 | | | | |
Cost of investments | | | $313,880,138 | |
Multiple Classes of Shares of Beneficial Interest – The fund offers multiple classes of shares, which differ in their respective distribution and/or service fees. The fund’s income and common expenses are allocated to shareholders based on the value of settled shares outstanding of each class. The fund’s realized and unrealized gain (loss) are allocated to shareholders based on the daily net assets of each class. Dividends are declared separately for each class. Differences in per share dividend rates are generally due to differences in separate class expenses. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
| | | | | | | | |
| | From net investment income | |
| | Year ended 12/31/17 | | | Year ended 12/31/16 | |
Initial Class | | | $495,709 | | | | $15,975 | |
Service Class | | | 443,013 | | | | 14,980 | |
Total | | | $938,722 | | | | $30,955 | |
(3) | | Transactions with Affiliates |
Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund’s average daily net assets:
| | | | |
Up to $500 million | | | 0.50% | |
In excess of $500 million | | | 0.45% | |
11
MFS U.S. Government Money Market Portfolio
Notes to Financial Statements – continued
During the year ended December 31, 2017, MFS voluntarily waived receipt of $48,034 of the fund’s management fee in order to avoid a negative yield. For the year ended December 31, 2017, this voluntary waiver had the effect of reducing the management fee by 0.01% 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, 2017, this management fee reduction amounted to $26,588, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended December 31, 2017 was equivalent to an annual effective rate of 0.48% 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 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 terminated on April 26, 2017. Effective April 27, 2017, 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 each of the Initial Class and Service Class shares. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2019. For the year ended December 31, 2017, the fund’s actual operating expenses did not exceed the limits described above and therefore, the investment adviser did not pay any portion of the fund’s expenses related to these agreements.
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. For the period from January 1, 2017 through April 26, 2017, MFD voluntarily waived a portion of the fund’s distribution and/or service fees in order to avoid a negative yield. Effective April 27, 2017, MFD discontinued this voluntary waiver to avoid a negative yield and instead agreed to waive the entire 0.25% distribution and/or service fee. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until April 30, 2019. For the year ended December 31, 2017, these waivers amounted to $387,957 and had the effect of reducing the distribution and/or service fees by 0.24% 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, 2017 were equivalent to an annual effective rate of 0.01% 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, 2017, the fee was $7,542, 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, 2017, these costs amounted to $1,301.
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, 2017 was equivalent to an annual effective rate of 0.0187% 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, 2017, 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.
12
MFS U.S. Government 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 12/31/17 | | | Year ended 12/31/16 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Shares sold | | | | | | | | | | | | | | | | |
Initial Class | | | 35,332,001 | | | | $35,332,001 | | | | 50,259,392 | | | | $50,259,392 | |
Service Class | | | 50,562,527 | | | | 50,562,527 | | | | 147,523,783 | | | | 147,523,783 | |
| | | 85,894,528 | | | | $85,894,528 | | | | 197,783,175 | | | | $197,783,175 | |
Shares issued to shareholders in reinvestment of distributions | | | | | | | | | | | | | | | | |
Initial Class | | | 495,709 | | | | $495,709 | | | | 15,975 | | | | $15,975 | |
Service Class | | | 443,013 | | | | 443,013 | | | | 14,980 | | | | 14,980 | |
| | | 938,722 | | | | $938,722 | | | | 30,955 | | | | $30,955 | |
Shares reacquired | | | | | | | | | | | | | | | | |
Initial Class | | | (47,177,273 | ) | | | $(47,177,273 | ) | | | (61,584,806 | ) | | | $(61,584,806 | ) |
Service Class | | | (87,514,349 | ) | | | (87,514,349 | ) | | | (146,697,597 | ) | | | (146,697,597 | ) |
| | | (134,691,622 | ) | | | $(134,691,622 | ) | | | (208,282,403 | ) | | | $(208,282,403 | ) |
Net change | | | | | | | | | | | | | | | | |
Initial Class | | | (11,349,563 | ) | | | $(11,349,563 | ) | | | (11,309,439 | ) | | | $(11,309,439 | ) |
Service Class | | | (36,508,809 | ) | | | (36,508,809 | ) | | | 841,166 | | | | 841,166 | |
| | | (47,858,372 | ) | | | $(47,858,372 | ) | | | (10,468,273 | ) | | | $(10,468,273 | ) |
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, 2017, the fund’s commitment fee and interest expense were $2,251 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
13
MFS U.S. Government Money Market Portfolio
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of MFS Variable Insurance Trust II and the Shareholders of
MFS U.S. Government Money Market Portfolio:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS U.S. Government Money Market Portfolio (one of the series of MFS Variable Insurance Trust II) (the “Fund”), including the portfolio of investments, as of December 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more of the MFS investment companies since 1924.
14
MFS U.S. Government Money Market Portfolio
TRUSTEES AND OFFICERS – IDENTIFICATION AND BACKGROUND
The Trustees and Officers of the Trust, as of February 1, 2018, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| | | | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds overseen by the Trustee | | Principal Occupations During the Past Five Years | | Other Directorships During the Past Five Years (j) |
INTERESTED TRUSTEES |
Robert J. Manning (k) (age 54) | | Trustee | | February 2004 | | 137 | | Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016) | | N/A |
| | | | | |
Robin A. Stelmach (k) (age 56) | | Trustee | | January 2014 | | 137 | | Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017) | | N/A |
| | | | |
INDEPENDENT TRUSTEES | | | | | | | | |
John P. Kavanaugh (age 63) | | Trustee and Chair of Trustees | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Steven E. Buller (age 66) | | Trustee | | February 2014 | | 137 | | Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014) | | N/A |
| | | | | |
John A. Caroselli (age 63) | | Trustee | | March 2017 | | 137 | | JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015) | | N/A |
| | | | | |
Maureen R. Goldfarb (age 62) | | Trustee | | January 2009 | | 137 | | Private investor | | N/A |
| | | | | |
Michael Hegarty (age 73) | | Trustee | | December 2004 | | 137 | | Private investor | | Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015) |
| | | | | |
Clarence Otis, Jr. (age 61) | | Trustee | | March 2017 | | 137 | | Darden Restaurants, Inc., Chief Executive Officer (until 2014) | | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015) |
| | | | | |
Maryanne L. Roepke (age 61) | | Trustee | | May 2014 | | 137 | | American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014) | | N/A |
| | | | | |
Laurie J. Thomsen (age 60) | | Trustee | | March 2005 | | 137 | | Private investor | | The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015) |
15
MFS U.S. Government Money Market Portfolio
Trustees and Officers – continued
| | | | | | | | |
Name, Age | | Position(s) Held with Fund | | Trustee/Officer Since (h) | | Number of MFS Funds for which the Person is an Officer | | Principal Occupations During the Past Five Years |
OFFICERS | | | | | | | | |
Christopher R. Bohane (k) (age 44) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Kino Clark (k) (age 49) | | Assistant Treasurer | | January 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
John W. Clark, Jr. (k) (age 50) | | Assistant Treasurer | | April 2017 | | 137 | | Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head – Treasurer’s Office (until February 2017) |
| | | | |
Thomas H. Connors (k) (age 58) | | Assistant Secretary and Assistant Clerk | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Ethan D. Corey (k) (age 54) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
David L. DiLorenzo (k) (age 49) | | President | | July 2005 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
| | | | |
Heidi W. Hardin (k) (age 50) | | Secretary and Clerk | | April 2017 | | 137 | | Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015) |
| | | | |
Brian E. Langenfeld (k) (age 44) | | Assistant Secretary and Assistant Clerk | | June 2006 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Susan A. Pereira (k) (age 47) | | Assistant Secretary and Assistant Clerk | | July 2005 | | 137 | | Massachusetts Financial Services Company, Vice President and Senior Counsel |
| | | | |
Kasey L. Phillips (k) (age 47) | | Assistant Treasurer | | September 2012 | | 137 | | Massachusetts Financial Services Company, Vice President |
| | | | |
Matthew A. Stowe (k) (age 43) | | Assistant Secretary and Assistant Clerk | | October 2014 | | 137 | | Massachusetts Financial Services Company, Vice President and Assistant General Counsel |
| | | | |
Frank L. Tarantino (age 73) | | Independent Senior Officer | | June 2004 | | 137 | | Tarantino LLC (provider of compliance services), Principal |
| | | | |
Richard S. Weitzel (k) (age 47) | | Assistant Secretary and Assistant Clerk | | October 2007 | | 137 | | Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel |
| | | | |
Martin J. Wolin (k) (age 50) | | Chief Compliance Officer | | July 2015 | | 137 | | 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) |
| | | | |
James O. Yost (k) (age 57) | | Treasurer | | September 1990 | | 137 | | Massachusetts Financial Services Company, Senior Vice President |
(h) | Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. Prior to January 2012, Messrs. DiLorenzo and Yost served as Assistant Treasurers of the Funds. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
(j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
(k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
16
MFS U.S. Government Money Market Portfolio
Trustees and Officers – continued
Each Trustee 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. Under the terms of the Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
| | |
Investment Adviser Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | | Custodian State Street Bank and Trust Company 1 Lincoln Street Boston, MA 02111-2900 |
Distributor MFS Fund Distributors, Inc. 111 Huntington Avenue Boston, MA 02199-7618 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
Portfolio Manager(s) Ed O’Dette | | |
17
MFS U.S. Government 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, 2017 (“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 Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2016 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Lipper performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the 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, 2016, 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, 2016 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 all or a portion of its fees to ensure that the
18
MFS U.S. Government Money Market Portfolio
Board Review of Investment Advisory Agreement – continued
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.
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 Broadridge. The Trustees considered that MFS currently observes an expense limitation for the Fund, which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each higher than the Broadridge expense group median.
The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds. The Trustees also considered the higher demands placed on MFS’ investment personnel and trading infrastructure as a result of the daily cash in-flows and out-flows of the Fund in comparison to separate accounts.
The Trustees also considered whether the Fund may benefit from any economies of scale in the management of the Fund in the event of growth in assets of the Fund and/or growth in assets of the MFS Funds as a whole. They noted that the Fund’s advisory fee rate schedule is subject to a contractual breakpoint that reduces the Fund’s advisory fee rate on average daily net assets over $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, 2017.
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MFS U.S. Government Money Market Portfolio
PROXY VOTING POLICIES AND INFORMATION
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
QUARTERLY PORTFOLIO DISCLOSURE
The fund 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 at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/vit2 by choosing the fund’s name.
INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
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rev. 3/16
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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. |
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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. |
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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 |
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Questions? | | Call 800-225-2606 or go to mfs.com. |
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Who we are |
Who is providing this notice? | | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
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What we do |
How does MFS protect my personal information? | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
How does MFS collect my personal information? | | We collect your personal information, for example, when you • open an account or provide account information • direct us to buy securities or direct us to sell your securities • make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | | Federal law gives you the right to limit only • sharing for affiliates’ everyday business purposes – information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
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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. |
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Other important information |
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
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The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. Effective January 1, 2017, the Code was amended to (i) clarify that the term “for profit” company as used in Section II.B of the Code excludes the investment adviser and its subsidiaries and pooled investment vehicles sponsored by the investment adviser or its subsidiaries, (ii) align the Code’s provisions regarding receipt of gifts and entertainment in Section II.B of the Code with the gifts and entertainment policy of the Funds’ investment adviser, and (iii) make other administrative changes. During the period covered by the report, the Registrant has not granted a waiver, including an implicit waiver, from any provision of the Code.
A copy of the Code effective as of January 1, 2017 is filed as an exhibit to this Form N-CSR.
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Messrs. Steven E. Buller and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Items 4(a) through 4(d) and 4(g):
The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).
For the fiscal years ended December 31, 2017 and 2017, audit fees billed to the Fund by Deloitte were as follows:
| | | | | | | | |
| | Audit Fees | |
| | 2017 | | | 2016 | |
Fees billed by Deloitte: | | | | | | | | |
MFS Blended Research Core Equity Portfolio | | | 43,682 | | | | 42,794 | |
MFS Core Equity Portfolio | | | 45,746 | | | | 44,818 | |
MFS Corporate Bond Portfolio | | | 63,883 | | | | 62,599 | |
MFS Emerging Markets Equity Portfolio | | | 46,038 | | | | 45,103 | |
MFS Global Governments Portfolio | | | 61,611 | | | | 60,371 | |
MFS Global Growth Portfolio | | | 56,241 | | | | 55,106 | |
MFS Global Research Portfolio | | | 44,569 | | | | 43,664 | |
MFS Global Tactical Allocation Portfolio | | | 61,648 | | | | 60,408 | |
MFS Government Securities Portfolio | | | 52,351 | | | | 51,294 | |
MFS High Yield Portfolio | | | 68,013 | | | | 66,648 | |
MFS International Growth Portfolio | | | 46,038 | | | | 45,103 | |
MFS International Value Portfolio | | | 46,923 | | | | 45,971 | |
MFS Massachusetts Investors Growth Stock Portfolio | | | 45,645 | | | | 44,718 | |
MFS Research International Portfolio | | | 43,682 | | | | 42,794 | |
MFS Strategic Income Portfolio | | | 67,746 | | | | 66,386 | |
MFS Technology Portfolio | | | 43,783 | | | | 42,894 | |
MFS U.S. Government Money Market Portfolio | | | 26,967 | | | | 26,407 | |
| | | | | | | | |
Total | | | 864,566 | | | | 847,078 | |
For the fiscal years ended December 31, 2017 and 2016, 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 | |
| | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | 2016 | |
Fees billed by Deloitte: | | | | | | | | | | | | | | | | | | | | | | | | |
To MFS Blended Research Core Equity Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Core Equity Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Corporate Bond Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Emerging Markets Equity Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Global Governments Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Global Growth Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Global Research Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Global Tactical Allocation Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Government Securities Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS High Yield Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS International Growth Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS International Value Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Massachusetts Investors Growth Stock Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Research International Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Strategic Income Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS Technology Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
To MFS U.S. Government Money Market Portfolio | | | 2,400 | | | | 2,400 | | | | 4,882 | | | | 4,810 | | | | 0 | | | | 0 | |
Total fees billed by Deloitte To above Funds: | | | 40,800 | | | | 40,800 | | | | 82,994 | | | | 81,770 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
| | Audit-Related Fees1 | | | Tax Fees2 | | | All Other Fees3 | |
| | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | 2016 | |
Fees billed by Deloitte: | | | | | | | | | | | | | | | | | | | | | | | | |
To MFS and MFS Related Entities of MFS Blended Research Core Equity Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Core Equity Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Corporate Bond Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Emerging Markets Equity Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Global Governments Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Global Growth Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Global Research Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Global Tactical Allocation Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Government Securities Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS High Yield Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS International Growth Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS International Value Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Massachusetts Investors Growth Stock Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Research International Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Strategic Income Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS Technology Portfolio* | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
To MFS and MFS Related Entities of MFS U.S. Government Money Market Portfolio * | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 5,390 | | | | 5,000 | |
| | | | | | | | |
| | Aggregate fees for non-audit services: | |
| | 2017 | | | 2016 | |
Fees billed by Deloitte: | | | | | | | | |
To MFS Blended Research Core Equity Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Core Equity Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Corporate Bond Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Emerging Markets Equity Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Global Governments Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Global Growth Portfolio MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Global Research Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Global Tactical Allocation Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Government Securities Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS High Yield Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS International Growth Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS International Value Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Massachusetts Investors Growth Stock Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Research International Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Strategic Income Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS Technology Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
To MFS U.S. Government Money Market Portfolio, MFS and MFS Related Entities# | | | 811,908 | | | | 117,722 | |
* | This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex). |
# | This amount reflects the aggregate fees billed by Deloitte for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities. |
1 | The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews. |
2 | The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis. |
3 | The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”. |
Item 4(e)(1):
Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:
To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate exceeding $100,000 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. |
ITEM 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the Registrant.
(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
| | |
By (Signature and Title)* | | DAVID L. DILORENZO |
| | David L. DiLorenzo, President |
Date: February 15, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By (Signature and Title)* | | DAVID L. DILORENZO |
| | David L. DiLorenzo, President (Principal Executive Officer) |
Date: February 15, 2018
| | |
By (Signature and Title)* | | JAMES O. YOST |
| | James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer) |
Date: February 15, 2018
* | Print name and title of each signing officer under his or her signature. |