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 811-04775

MFS SERIES 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: November 30

Date of reporting period: November 30, 2020

ITEM 1.

REPORTS TO STOCKHOLDERS.

Item 1(a):

Annual Report
November 30, 2020
 MFS® Growth Fund
MEG-ANN

MFS ® Growth Fund
CONTENTS
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49
    
back cover
The report is prepared for the general information of shareholders. 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 GUARANTEE

Table of Contents

Table of Contents
LETTER FROM THE CEO
Dear Shareholders:
Markets experienced dramatic swings this year as the coronavirus pandemic brought the global economy to a standstill for several months early in the year. The speedy development of vaccines and therapeutics later brightened the economic and market outlook, but a great deal of uncertainty remains as case counts in the United States and Europe remain very high and it is still unclear how quickly vaccines can be made widely available. In the United States, political uncertainty eased after former Vice President Joe Biden won the presidential election and the Democrats gained control of a closely divided Senate.
Global central banks have taken aggressive steps to cushion the economic and market fallout related to the virus, and governments are deploying unprecedented levels of fiscal support. Additional U.S. stimulus is anticipated with the Democrats in the White House and holding a majority in both houses of Congress. The measures already put in place have helped build a supportive environment and are encouraging economic recovery; however, if markets disconnect from fundamentals, they can also sow the seeds of instability. In the aftermath of the crisis, societal changes may be likely as households, businesses, and governments adjust to a new reality, and any such alterations could affect the investment landscape. For investors, events such as the COVID-19 outbreak demonstrate the importance of having a deep understanding of company fundamentals, and we have built our global research platform to do just that.
At MFS®, we put our clients’ assets to work responsibly by carefully navigating the increasing complexity of our global markets and economies. Guided by our long-term philosophy and adhering to our commitment to sustainable investing, we tune out the noise and aim to uncover what we believe are the best, most durable investment opportunities in the market. Our unique global investment platform combines collective expertise, long-term discipline and thoughtful risk management to create sustainable value for investors.
Respectfully,
Michael W. Roberge
Chief Executive Officer
MFS Investment Management
January 14, 2021
The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.
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Table of Contents
Portfolio Composition
Portfolio structure
GICS sectors (g)
Information Technology 40.8%
Communication Services 17.8%
Consumer Discretionary 12.5%
Health Care 11.4%
Industrials 7.7%
Consumer Staples 2.4%
Materials 2.3%
Financials 2.3%
Real Estate 1.7%
 
Top ten holdings
Microsoft Corp. 9.6%
Amazon.com, Inc. 8.9%
Alphabet, Inc., “A” 4.6%
Adobe Systems, Inc. 4.0%
Facebook, Inc., “A” 3.6%
MasterCard, Inc., “A” 3.3%
Visa, Inc., “A” 2.7%
PayPal Holdings, Inc. 2.4%
Apple, Inc. 2.3%
Salesforce.com, Inc. 2.2%
(g) The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and S&P Global Market Intelligence Inc. (“S&P Global Market Intelligence”). GICS is a service mark of MSCI and S&P Global Market Intelligence and has been licensed for use by MFS.
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 November 30, 2020.
The portfolio is actively managed and current holdings may be different.
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Table of Contents
Management Review
Summary of Results
For the twelve months ended November 30, 2020, Class A shares of the MFS Growth Fund (fund) provided a total return of 30.25%, at net asset value. This compares with a return of 36.40% for the fund’s benchmark, the Russell 1000® Growth Index.
Market Environment
Markets experienced an extraordinarily sharp selloff and, in many cases, an unusually rapid recovery late in the period. Central banks and fiscal authorities undertook astonishing levels of stimulus to offset the economic effects of government-imposed social-distancing measures implemented to slow the spread of the COVID-19 virus. At this point, the global economy looks to have experienced the deepest, steepest and possibly shortest recession in the postwar period. However, the recovery remains subject to more than the usual number of uncertainties due to questions about the evolution of the virus, what its continued impact will be and how quickly vaccines to guard against it can be manufactured and distributed at scale, as well as the public's willingness to be inoculated.
Around the world, central banks responded quickly and massively to the crisis with programs to improve liquidity and support markets. These programs proved largely successful in helping to restore market function, ease volatility and stimulate a continued market rebound. Late in the period, the US Federal Reserve adopted a new, flexible average-inflation-targeting framework, which is expected to result in the federal funds rate remaining at low levels for a longer period. In developed countries, monetary easing measures were complemented by large fiscal stimulus initiatives, although late in the period there was uncertainty surrounding the timing and scope of additional US recovery funding. Due to relatively manageable external liabilities and balances of payments in many countries, along with persistently low inflation, even emerging market countries were able to implement countercyclical policies — a departure from the usual market-dictated response to risk-off crises.
Compounding market uncertainty earlier in the pandemic was a crash in the price of crude oil due to a sharp drop in global demand and a disagreement between Saudi Arabia and Russia over production cuts, which resulted in an oil price war. The subsequent decline in prices undercut oil exporters, many of which are in emerging markets, as well as a large segment of the high-yield credit market. The OPEC+ group later agreed on output cuts, with shale oil producers in the US also decreasing production, which, along with the gradual reopening of some major economies and the resultant boost in demand, helped stabilize the price of crude oil.
As has often been the case in a crisis, market vulnerabilities have been revealed. For example, companies that have added significant leverage to their balance sheets in recent years by borrowing to fund dividend payments and stock buybacks have, in many cases, halted share repurchases and cut dividends, while some firms have been forced to recapitalize. Conversely, some companies find themselves flush with liquidity, having borrowed preemptively during the worst of the crisis, only to end up with excess cash on their balance sheets.
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Management Review - continued
Detractors from Performance
Security selection in the information technology sector was a primary detractor from the fund's performance relative to the Russell 1000® Growth Index. Within this sector, an underweight position in strong-performing computer and personal electronics maker Apple detracted from relative returns. Despite headwinds related to COVID-19, the share price of Apple appreciated as product demand held strong. The shift toward work-from-home and remote learning helped support strong iPhone and iPad sales. In addition, the timing of the fund's ownership in shares of financial services technology provider Fiserv(h), and its overweight positions in electronic payment services provider Global Payments and banking and payment technologies provider Fidelity National Information Services, weakened relative performance.
Stock selection and, to a lesser extent, an underweight position in the consumer discretionary sector also hindered the fund's relative performance. Within this sector, not owning shares of electric vehicle manufacturer Tesla, and the timing of the fund’s ownership in shares of discount store company Ross Stores(h), dampened relative returns. The share price of Tesla appreciated as management posted strong financial results, driven by better-than-anticipated revenue and margin results due, in part, to higher regulatory credits. The company also reported record deliveries amid the launch of its Model Y and China factory, which further supported the stock.
Elsewhere, the fund’s overweight positions in medical devices maker Boston Scientific and construction materials company Vulcan Materials, and holding shares of medical device maker Medtronic(b)(h), dampened 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.
Contributors to Performance
Stock selection and, to a lesser extent, an overweight position in the industrials sector contributed to the fund's relative performance. Within this sector, not holding shares of aerospace company Boeing and defense contractor Lockheed Martin bolstered relative returns. The stock price of Boeing declined as the travel and airline industries came under intense pressure amid the outbreak of the COVID-19 virus, which resulted in widespread travel restrictions across the globe and ultimately led the company to suspend production.
An underweight position and stock selection in the consumer staples sector also benefited the fund's relative performance. Within this sector, not holding shares of beverage maker Coca-Cola and beverages, food and snacks producer PepsiCo supported relative returns.
Stocks in other sectors that contributed to relative performance included the fund's overweight position in credit card payment processing services provider Square, software company Adobe Systems and index data provider MSCI. The share price of Square appreciated as the company reported solid financial results, driven by higher-than-expected transaction, subscription and services revenues, coupled with strong performance in its cash app mobile payment service. Additionally, holding shares
4

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Management Review - continued
of cloud-based e-commerce platform operator Shopify(b) (Canada), not holding shares of biotechnology company Amgen, and the timing of the fund’s ownership in shares of healthcare equipment manufacturer Danaher, helped relative returns.
Respectfully,
Portfolio Manager(s)
Eric Fischman and Paul Gordon
(b) Security is not a benchmark constituent.
(h) Security was not held in the portfolio at period end.
The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
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Performance Summary THROUGH 11/30/20
The following chart illustrates a representative class of the fund’s historical performance in comparison to its benchmark(s). Performance results include the deduction of the maximum applicable sales charge and reflect the percentage change in net asset value, including reinvestment of dividends and capital gains distributions. The performance of other share classes will be greater than or less than that of the class depicted below. Benchmarks are unmanaged and may not be invested in directly. Benchmark returns do not reflect sales charges, commissions or expenses. (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 shares, 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 shareholder would pay on fund distributions or the redemption of fund shares.
Growth of a Hypothetical $10,000 Investment
6

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Performance Summary  - continued
Total Returns through 11/30/20
Average annual without sales charge
Share Class Class Inception Date 1-yr 5-yr 10-yr Life (t)
A 9/13/93 30.25% 18.71% 16.59% N/A
B 12/29/86 29.28% 17.82% 15.72% N/A
C 4/01/96 29.27% 17.82% 15.72% N/A
I 1/02/97 30.57% 19.00% 16.88% N/A
R1 4/01/05 29.27% 17.82% 15.72% N/A
R2 10/31/03 29.93% 18.41% 16.29% N/A
R3 4/01/05 30.25% 18.70% 16.59% N/A
R4 4/01/05 30.57% 19.00% 16.88% N/A
R6 8/26/11 30.68% 19.11% N/A 18.66%
Comparative benchmark(s)
         
Russell 1000® Growth Index (f) 36.40% 19.56% 17.31% N/A
Average annual with sales charge
         
A
With Initial Sales Charge (5.75%) 		22.76% 17.31% 15.90% N/A
B
With CDSC (Declining over six years from 4% to 0%) (v) 		25.28% 17.62% 15.72% N/A
C
With CDSC (1% for 12 months) (v) 		28.27% 17.82% 15.72% N/A
CDSC – Contingent Deferred Sales Charge.
Class I, R1, R2, R3, R4, and R6 shares do not have a sales charge.
On May 30, 2012, Class W shares were redesignated Class R5 shares. Total returns for Class R5 shares prior to May 30, 2012 reflect the performance history of Class W shares which had different fees and expenses than Class R5 shares. Effective August 26, 2016, Class R5 shares were renamed Class R6 shares.
(f) Source: FactSet Research Systems Inc.
(t) For the period from the class inception date through the stated period end (for those share classes with less than 10 years of performance history). No comparative benchmark performance information is provided for “life” periods. (See Notes to Performance Summary.)
(v) Assuming redemption at the end of the applicable period.
Benchmark Definition(s)
Russell 1000® Growth Index(f) - constructed to provide a comprehensive barometer for growth securities in the large-cap segment of the U.S. equity universe. Companies in this index generally have higher price-to-book ratios and higher forecasted growth values.
It is not possible to invest directly in an index.
(f) Frank Russell Company (“Russell”) is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the
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Performance Summary  - continued
Russell Indexes and/or Russell ratings or underlying data and no party may rely on any Russell Indexes and/or Russell ratings and/or underlying data contained in this document. No further distribution of Russell Data is permitted without Russell's express written consent. Russell does not promote, sponsor, or endorse the content of this document.
Notes to Performance Summary
Average annual total return represents the average annual change in value for each share class for the periods presented. Life returns are presented where the share class has less than 10 years of performance history and represent the average annual total return from the class inception date to the stated period end date. As the fund's share classes may have different inception dates, the life returns may represent different time periods and may not be comparable. As a result, no comparative benchmark performance information is provided for life periods.
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.
Performance results do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the financial highlights.
From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
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Table of Contents
Expense Table
Fund expenses borne by the shareholders during the period,
June 1, 2020 through November 30, 2020
As a shareholder of the fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on certain purchase or redemption payments, and (2) ongoing costs, including management fees; distribution and 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 June 1, 2020 through November 30, 2020.
Actual Expenses
The first line for each share class in the following table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the following table provides information about hypothetical account values and hypothetical expenses based on the fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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Expense Table - continued
Share
Class 		  Annualized
Expense
Ratio 		Beginning
Account Value
6/01/20 		Ending
Account Value
11/30/20 		Expenses
Paid During
Period (p)
6/01/20-11/30/20
A Actual 0.85% $1,000.00 $1,197.11 $4.67
Hypothetical (h) 0.85% $1,000.00 $1,020.75 $4.29
B Actual 1.60% $1,000.00 $1,192.65 $8.77
Hypothetical (h) 1.60% $1,000.00 $1,017.00 $8.07
C Actual 1.60% $1,000.00 $1,192.65 $8.77
Hypothetical (h) 1.60% $1,000.00 $1,017.00 $8.07
I Actual 0.60% $1,000.00 $1,198.61 $3.30
Hypothetical (h) 0.60% $1,000.00 $1,022.00 $3.03
R1 Actual 1.60% $1,000.00 $1,192.62 $8.77
Hypothetical (h) 1.60% $1,000.00 $1,017.00 $8.07
R2 Actual 1.10% $1,000.00 $1,195.65 $6.04
Hypothetical (h) 1.10% $1,000.00 $1,019.50 $5.55
R3 Actual 0.85% $1,000.00 $1,197.12 $4.67
Hypothetical (h) 0.85% $1,000.00 $1,020.75 $4.29
R4 Actual 0.60% $1,000.00 $1,198.54 $3.30
Hypothetical (h) 0.60% $1,000.00 $1,022.00 $3.03
R6 Actual 0.52% $1,000.00 $1,199.08 $2.86
Hypothetical (h) 0.52% $1,000.00 $1,022.40 $2.63
(h) 5% class return per year before expenses.
(p) “Expenses Paid During Period” are equal to each class’s annualized expense ratio, as shown above, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). Expenses paid do not include any applicable sales charges (loads). If these transaction costs had been included, your costs would have been higher.
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Table of Contents
Portfolio of Investments
11/30/20
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
Issuer     Shares/Par Value ($)
Common Stocks – 98.9%
Apparel Manufacturers – 0.7%  
NIKE, Inc., “B”      2,120,979  $    285,695,871
Biotechnology – 1.5%  
Alnylam Pharmaceuticals, Inc. (a)        681,512  $     88,535,224
Seagen, Inc. (a)      1,063,109      181,058,094
Vertex Pharmaceuticals, Inc. (a)      1,418,238      323,003,704
            $592,597,022
Broadcasting – 1.5%  
Netflix, Inc. (a)      1,158,429  $    568,441,110
Business Services – 9.5%  
Clarivate PLC (a)     10,843,831  $    297,554,723
CoStar Group, Inc. (a)        402,021      366,068,262
Equifax, Inc.        790,672      131,963,157
Fidelity National Information Services, Inc.        772,987      114,719,001
Global Payments, Inc.      1,279,252      249,697,198
IHS Markit Ltd.      3,457,000      343,833,220
MSCI, Inc.      1,492,770      611,169,893
PayPal Holdings, Inc. (a)      4,401,793      942,511,917
Verisk Analytics, Inc., “A”      3,181,310      630,885,586
          $3,688,402,957
Cable TV – 1.7%  
Charter Communications, Inc., “A” (a)        989,555  $    645,179,964
Computer Software – 21.0%  
Adobe Systems, Inc. (a)      3,217,864  $  1,539,651,388
Atlassian Corp. PLC, “A” (a)      1,091,758      245,700,138
Autodesk, Inc. (a)      1,373,414      384,871,805
Black Knight, Inc. (a)      1,425,864      130,637,660
Cadence Design Systems, Inc. (a)      2,724,358      316,842,835
Intuit, Inc.      2,016,893      709,986,674
Microsoft Corp.     17,419,904    3,729,078,849
salesforce.com, inc. (a)      3,413,832      839,119,906
Snowflake, Inc., “A” (a)        163,742       53,353,693
Synopsys, Inc. (a)      1,003,394      228,272,135
          $8,177,515,083
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Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Computer Software - Systems – 6.2%  
Apple, Inc.      7,667,725  $    912,842,661
ServiceNow, Inc. (a)      1,119,170      598,252,324
Square, Inc., “A” (a)      2,724,720      574,806,931
TransUnion      3,563,631      324,611,148
          $2,410,513,064
Construction – 2.3%  
Sherwin-Williams Co.        739,606  $    552,951,634
Vulcan Materials Co.      2,592,119      361,989,418
            $914,941,052
Consumer Products – 2.3%  
Colgate-Palmolive Co.      5,977,406  $    511,905,050
Estee Lauder Cos., Inc., “A”      1,536,011      376,814,218
            $888,719,268
Electrical Equipment – 0.8%  
AMETEK, Inc.      2,686,659  $    318,449,691
Electronics – 4.6%  
Applied Materials, Inc.      3,078,422  $    253,908,247
ASML Holding N.V.        542,443      237,443,574
Lam Research Corp.      1,098,119      497,074,547
NVIDIA Corp.      1,484,318      795,683,507
          $1,784,109,875
General Merchandise – 0.7%  
Dollar General Corp.      1,260,561  $    275,533,423
Health Maintenance Organizations – 0.4%  
UnitedHealth Group, Inc.        458,129  $    154,087,108
Insurance – 0.7%  
AON PLC      1,331,433  $    272,797,307
Internet – 12.8%  
Alibaba Group Holding Ltd., ADR (a)      1,167,560  $    307,488,602
Alphabet, Inc., “A” (a)      1,022,873    1,794,528,391
Alphabet, Inc., “C” (a)        307,185      540,872,917
Facebook, Inc., “A” (a)      5,124,957    1,419,459,340
Match Group, Inc. (a)      3,053,776      425,116,157
Pinterest, Inc. (a)      2,452,587      171,730,142
Sea Ltd., ADR (a)        913,024      164,682,139
Spotify Technology S.A. (a)        487,335      141,994,799
          $4,965,872,487
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Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Leisure & Toys – 2.7%  
Activision Blizzard, Inc.      4,198,953  $    333,732,785
Electronic Arts, Inc. (a)      3,709,584      473,899,356
Take-Two Interactive Software, Inc. (a)      1,314,481      237,276,965
          $1,044,909,106
Machinery & Tools – 0.8%  
Roper Technologies, Inc.        764,789  $    326,564,903
Medical & Health Technology & Services – 0.4%  
Teladoc Health, Inc. (a)        845,006  $    167,961,843
Medical Equipment – 7.6%  
Abbott Laboratories      5,178,810  $    560,450,818
Becton, Dickinson and Co.        805,039      189,055,359
Boston Scientific Corp. (a)      6,660,107      220,782,547
Danaher Corp.      3,581,396      804,488,983
Edwards Lifesciences Corp. (a)      2,596,646      217,832,633
STERIS PLC        627,883      121,690,004
Thermo Fisher Scientific, Inc.      1,787,471      831,138,266
          $2,945,438,610
Network & Telecom – 0.7%  
Equinix, Inc., REIT        415,452  $    289,898,251
Other Banks & Diversified Financials – 6.0%  
Mastercard, Inc., “A”      3,777,979  $  1,271,327,713
Visa, Inc., “A”      4,975,090    1,046,510,182
          $2,317,837,895
Pharmaceuticals – 1.5%  
Merck & Co., Inc.        711,536  $     57,200,379
Zoetis, Inc.      3,363,699      539,470,046
            $596,670,425
Railroad & Shipping – 0.6%  
Canadian Pacific Railway Ltd.        780,432  $    251,182,039
Restaurants – 0.7%  
Chipotle Mexican Grill, Inc., “A” (a)        172,449  $    222,360,914
Starbucks Corp.        488,606       47,893,160
            $270,254,074
Specialty Stores – 10.2%  
Amazon.com, Inc. (a)      1,099,067  $  3,481,888,219
Costco Wholesale Corp.        131,852       51,655,658
Lululemon Athletica, Inc. (a)        614,291      227,422,814
13

Table of Contents
Portfolio of Investments – continued
Issuer     Shares/Par Value ($)
Common Stocks – continued
Specialty Stores – continued  
Shopify, Inc. (a)        173,718  $    189,418,633
          $3,950,385,324
Telecommunications - Wireless – 1.0%  
American Tower Corp., REIT      1,604,825  $    371,035,540
Total Common Stocks (Identified Cost, $18,723,921,136)   $38,474,993,292
Investment Companies (h) – 1.0%
Money Market Funds – 1.0%  
MFS Institutional Money Market Portfolio, 0.1% (v) (Identified Cost, $399,455,883)     399,477,039  $    399,477,039
Other Assets, Less Liabilities – 0.1%        41,118,555
Net Assets – 100.0% $38,915,588,886
    
(a) Non-income producing security.      
(h) An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $399,477,039 and $38,474,993,292, 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
REIT Real Estate Investment Trust
See Notes to Financial Statements
14

Table of Contents
Financial Statements
Statement of Assets and Liabilities
At 11/30/20
This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
Assets  
Investments in unaffiliated issuers, at value (identified cost, $18,723,921,136) $38,474,993,292
Investments in affiliated issuers, at value (identified cost, $399,455,883) 399,477,039
Receivables for  
Fund shares sold 66,964,725
Dividends 17,094,400
Total assets $38,958,529,456
Liabilities  
Payables for  
Fund shares reacquired $33,240,305
Payable to affiliates  
Investment adviser 2,028,114
Administrative services fee 6,006
Shareholder servicing costs 5,979,750
Distribution and service fees 375,462
Payable for independent Trustees' compensation 3,769
Accrued expenses and other liabilities 1,307,164
Total liabilities $42,940,570
Net assets $38,915,588,886
Net assets consist of  
Paid-in capital $17,709,710,295
Total distributable earnings (loss) 21,205,878,591
Net assets $38,915,588,886
Shares of beneficial interest outstanding 247,211,696
15

Table of Contents
Statement of Assets and Liabilities – continued
  Net assets Shares
outstanding 		Net asset value
per share (a)
Class A $8,386,538,559 55,560,854 $150.94
Class B 144,006,638 1,217,139 118.32
Class C 782,492,038 6,669,228 117.33
Class I 10,792,898,274 66,725,915 161.75
Class R1 26,526,615 225,216 117.78
Class R2 189,820,500 1,342,180 141.43
Class R3 1,275,467,766 8,495,358 150.14
Class R4 1,827,808,428 11,630,894 157.15
Class R6 15,490,030,068 95,344,912 162.46
    
(a) Maximum offering price per share was equal to the net asset value per share for all share classes, except for Class A, for which the maximum offering price per share was $160.15 [100 / 94.25 x $150.94]. On sales of $50,000 or more, the maximum offering price of Class A shares is reduced. A contingent deferred sales charge may be imposed on redemptions of Class A, Class B, and Class C shares. Redemption price per share was equal to the net asset value per share for Classes I, R1, R2, R3, R4, and R6.
See Notes to Financial Statements
16

Table of Contents
Financial Statements
Statement of Operations
Year ended 11/30/20
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.
Net investment income (loss)  
Income  
Dividends $156,296,958
Dividends from affiliated issuers 4,318,067
Income on securities loaned 797,691
Other 709,232
Foreign taxes withheld (394,960)
Total investment income $161,726,988
Expenses  
Management fee $157,746,828
Distribution and service fees 30,042,251
Shareholder servicing costs 19,062,351
Administrative services fee 574,099
Independent Trustees' compensation 160,844
Custodian fee 451,280
Shareholder communications 1,167,202
Audit and tax fees 74,867
Legal fees 254,812
Miscellaneous 2,023,163
Total expenses $211,557,697
Fees paid indirectly (143)
Reduction of expenses by investment adviser and distributor (3,739,749)
Net expenses $207,817,805
Net investment income (loss) $(46,090,817)
Realized and unrealized gain (loss)
Realized gain (loss) (identified cost basis)  
Unaffiliated issuers $1,616,863,010
Affiliated issuers (49,972)
Foreign currency (22,185)
Net realized gain (loss) $1,616,790,853
Change in unrealized appreciation or depreciation  
Unaffiliated issuers $6,981,339,662
Affiliated issuers (50,695)
Net unrealized gain (loss) $6,981,288,967
Net realized and unrealized gain (loss) $8,598,079,820
Change in net assets from operations $8,551,989,003
See Notes to Financial Statements
17

Table of Contents
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
  11/30/20 11/30/19
Change in net assets    
From operations    
Net investment income (loss) $(46,090,817) $(5,427,538)
Net realized gain (loss) 1,616,790,853 409,930,507
Net unrealized gain (loss) 6,981,288,967 4,217,460,471
Change in net assets from operations $8,551,989,003 $4,621,963,440
Total distributions to shareholders $(382,863,384) $(745,802,326)
Change in net assets from fund share transactions $6,044,081,651 $1,818,518,972
Total change in net assets $14,213,207,270 $5,694,680,086
Net assets    
At beginning of period 24,702,381,616 19,007,701,530
At end of period $38,915,588,886 $24,702,381,616
See Notes to Financial Statements
18

Table of Contents
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.
Class A Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $117.66 $99.45 $92.03 $71.50 $73.58
Income (loss) from investment operations
Net investment income (loss) (d) $(0.43) $(0.20) $(0.15) $(0.03) $(0.08)(c)
Net realized and unrealized gain (loss) 35.54 22.39 10.27 21.72 0.56
 Total from investment operations  $35.11  $22.19  $10.12  $21.69  $0.48
Less distributions declared to shareholders
From net investment income $— $— $— $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.70)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $150.94  $117.66  $99.45  $92.03  $71.50
 Total return (%) (r)(s)(t)(x) 30.25 23.50 11.26 30.79 0.72(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.87 0.91 0.92 0.96 1.01(c)
Expenses after expense reductions (f) 0.86 0.89 0.91 0.93 0.96(c)
Net investment income (loss) (0.33) (0.19) (0.15) (0.04) (0.11)(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $8,386,539  $6,356,476  $5,237,495  $4,746,269  $4,281,060
See Notes to Financial Statements
19

Table of Contents
Financial Highlights – continued
Class B Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $93.30 $80.30 $75.36 $59.19 $61.80
Income (loss) from investment operations
Net investment income (loss) (d) $(1.09) $(0.79) $(0.72) $(0.52) $(0.50)(c)
Net realized and unrealized gain (loss) 27.94 17.77 8.36 17.85 0.45
 Total from investment operations  $26.85  $16.98  $7.64  $17.33  $(0.05)
Less distributions declared to shareholders
From net investment income $— $— $— $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.70)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $118.32  $93.30  $80.30  $75.36  $59.19
 Total return (%) (r)(s)(t)(x) 29.28 22.57 10.43 29.81 (0.03)(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.62 1.66 1.67 1.71 1.76(c)
Expenses after expense reductions (f) 1.61 1.65 1.66 1.68 1.71(c)
Net investment income (loss) (1.08) (0.94) (0.90) (0.79) (0.86)(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $144,007  $148,633  $143,299  $140,459  $126,174
    
Class C Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $92.54 $79.68 $74.80 $58.76 $61.38
Income (loss) from investment operations
Net investment income (loss) (d) $(1.09) $(0.79) $(0.72) $(0.52) $(0.50)(c)
Net realized and unrealized gain (loss) 27.71 17.63 8.30 17.72 0.44
 Total from investment operations  $26.62  $16.84  $7.58  $17.20  $(0.06)
Less distributions declared to shareholders
From net investment income $— $— $— $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.70)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $117.33  $92.54  $79.68  $74.80  $58.76
 Total return (%) (r)(s)(t)(x) 29.27 22.57 10.43 29.80 (0.05)(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.62 1.66 1.67 1.71 1.76(c)
Expenses after expense reductions (f) 1.61 1.65 1.66 1.69 1.71(c)
Net investment income (loss) (1.08) (0.95) (0.91) (0.79) (0.86)(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $782,492  $642,321  $571,273  $645,936  $573,516
See Notes to Financial Statements
20

Table of Contents
Financial Highlights – continued
Class I Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $125.65 $105.67 $97.44 $75.45 $77.34
Income (loss) from investment operations
Net investment income (loss) (d) $(0.13) $0.06 $0.10 $0.19 $0.10(c)
Net realized and unrealized gain (loss) 38.06 23.90 10.88 22.96 0.59
 Total from investment operations  $37.93  $23.96  $10.98  $23.15  $0.69
Less distributions declared to shareholders
From net investment income $— $— $(0.05) $— $(0.02)
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.75)  $(1.16)  $(2.58)
 Net asset value, end of period (x)  $161.75  $125.65  $105.67  $97.44  $75.45
 Total return (%) (r)(s)(t)(x) 30.57 23.80 11.53 31.12 0.96(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.62 0.66 0.67 0.71 0.76(c)
Expenses after expense reductions (f) 0.61 0.65 0.67 0.69 0.71(c)
Net investment income (loss) (0.09) 0.05 0.09 0.22 0.14(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $10,792,898  $6,082,950  $4,281,671  $3,461,152  $4,077,839
See Notes to Financial Statements
21

Table of Contents
Financial Highlights – continued
Class R1 Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $92.89 $79.97 $75.07 $58.96 $61.58
Income (loss) from investment operations
Net investment income (loss) (d) $(1.09) $(0.80) $(0.73) $(0.52) $(0.50)(c)
Net realized and unrealized gain (loss) 27.81 17.70 8.33 17.79 0.44
 Total from investment operations  $26.72  $16.90  $7.60  $17.27  $(0.06)
Less distributions declared to shareholders
From net investment income $— $— $— $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.70)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $117.78  $92.89  $79.97  $75.07  $58.96
 Total return (%) (r)(s)(t)(x) 29.27 22.56 10.42 29.82 (0.05)(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.62 1.66 1.67 1.71 1.76(c)
Expenses after expense reductions (f) 1.61 1.65 1.67 1.69 1.71(c)
Net investment income (loss) (1.08) (0.95) (0.91) (0.79) (0.87)(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $26,527  $23,888  $18,657  $16,858  $12,305
    
Class R2 Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $110.63 $93.99 $87.34 $68.08 $70.36
Income (loss) from investment operations
Net investment income (loss) (d) $(0.71) $(0.44) $(0.38) $(0.22) $(0.24)(c)
Net realized and unrealized gain (loss) 33.34 21.06 9.73 20.64 0.52
 Total from investment operations  $32.63  $20.62  $9.35  $20.42  $0.28
Less distributions declared to shareholders
From net investment income $— $— $— $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.70)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $141.43  $110.63  $93.99  $87.34  $68.08
 Total return (%) (r)(s)(t)(x) 29.93 23.18 10.97 30.46 0.46(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 1.12 1.16 1.17 1.21 1.26(c)
Expenses after expense reductions (f) 1.11 1.15 1.17 1.19 1.21(c)
Net investment income (loss) (0.58) (0.45) (0.41) (0.29) (0.37)(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $189,821  $170,298  $167,295  $197,723  $169,378
See Notes to Financial Statements
22

Table of Contents
Financial Highlights – continued
Class R3 Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $117.05 $98.96 $91.59 $71.17 $73.26
Income (loss) from investment operations
Net investment income (loss) (d) $(0.43) $(0.21) $(0.15) $(0.03) $(0.08)(c)
Net realized and unrealized gain (loss) 35.35 22.28 10.22 21.61 0.55
 Total from investment operations  $34.92  $22.07  $10.07  $21.58  $0.47
Less distributions declared to shareholders
From net investment income $— $— $— $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.70)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $150.14  $117.05  $98.96  $91.59  $71.17
 Total return (%) (r)(s)(t)(x) 30.25 23.49 11.26 30.78 0.71(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.87 0.91 0.92 0.96 1.01(c)
Expenses after expense reductions (f) 0.86 0.90 0.92 0.94 0.96(c)
Net investment income (loss) (0.33) (0.20) (0.16) (0.04) (0.11)(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $1,275,468  $836,994  $692,419  $690,689  $528,606
See Notes to Financial Statements
23

Table of Contents
Financial Highlights – continued
Class R4 Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $122.13 $102.83 $94.92 $73.53 $75.42
Income (loss) from investment operations
Net investment income (loss) (d) $(0.11) $0.06 $0.09 $0.18 $0.09(c)
Net realized and unrealized gain (loss) 36.96 23.22 10.61 22.37 0.58
 Total from investment operations  $36.85  $23.28  $10.70  $22.55  $0.67
Less distributions declared to shareholders
From net investment income $— $— $(0.09) $— $—
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.79)  $(1.16)  $(2.56)
 Net asset value, end of period (x)  $157.15  $122.13  $102.83  $94.92  $73.53
 Total return (%) (r)(s)(t)(x) 30.57 23.80 11.53 31.11 0.96(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.62 0.66 0.67 0.71 0.76(c)
Expenses after expense reductions (f) 0.61 0.65 0.67 0.69 0.71(c)
Net investment income (loss) (0.08) 0.05 0.09 0.21 0.13(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $1,827,808  $1,090,857  $965,078  $898,023  $667,609
See Notes to Financial Statements
24

Table of Contents
Financial Highlights – continued
Class R6 Year ended
  11/30/20 11/30/19 11/30/18 11/30/17 11/30/16
Net asset value, beginning of period $126.09 $105.93 $97.68 $75.57 $77.45
Income (loss) from investment operations
Net investment income (loss) (d) $(0.00)(w) $0.17 $0.20 $0.26 $0.17(c)
Net realized and unrealized gain (loss) 38.20 23.97 10.91 23.01 0.59
 Total from investment operations  $38.20  $24.14  $11.11  $23.27  $0.76
Less distributions declared to shareholders
From net investment income $— $— $(0.16) $— $(0.08)
From net realized gain (1.83) (3.98) (2.70) (1.16) (2.56)
 Total distributions declared to shareholders  $(1.83)  $(3.98)  $(2.86)  $(1.16)  $(2.64)
 Net asset value, end of period (x)  $162.46  $126.09  $105.93  $97.68  $75.57
 Total return (%) (r)(s)(t)(x) 30.68 23.92 11.63 31.23 1.06(c)
Ratios (%) (to average net assets)
and Supplemental data:
Expenses before expense reductions (f) 0.54 0.57 0.58 0.61 0.66(c)
Expenses after expense reductions (f) 0.53 0.56 0.57 0.59 0.61(c)
Net investment income (loss) (0.00)(w) 0.15 0.19 0.29 0.24(c)
Portfolio turnover 27 11 18 21 24
Net assets at end of period (000 omitted)  $15,490,030  $9,349,964  $6,930,516  $5,883,569  $2,442,334
    
(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.
(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.
(t) Total returns do not include any applicable sales charges.
(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
25

Table of Contents
Notes to Financial Statements
(1) Business and Organization
MFS Growth Fund (the fund) is a diversified series of MFS Series 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 fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment Companies.
(2) Significant Accounting Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other IBOR-based reference rates as of the end of 2021. The temporary relief provided by ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 on the fund's investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price on their primary market or exchange as provided by a third-party pricing service. Equity securities, for which there were no sales reported that day, are generally valued at the last quoted daily bid quotation on their primary market or exchange as provided by a third-party pricing
26

Table of Contents
Notes to Financial Statements  - continued
service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material effect on the value of securities traded in foreign markets. Accordingly, the fund’s foreign equity securities may often be valued at fair value. The adviser 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
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Notes to Financial Statements  - continued
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 November 30, 2020 in valuing the fund's assets or liabilities:
Financial Instruments Level 1 Level 2 Level 3 Total
Equity Securities $38,474,993,292 $— $— $38,474,993,292
Mutual Funds 399,477,039 — — 399,477,039
Total $38,874,470,331 $— $— $38,874,470,331
For further information regarding security characteristics, see the Portfolio of Investments.
Foreign Currency Translation — Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
Security Loans — Under its Securities Lending Agency Agreement with the fund, JPMorgan Chase and Co., as lending agent, loans the securities of the fund to certain qualified institutions (the “Borrowers”) approved by the fund. Security loans can be terminated at the discretion of either the lending agent or the fund and the related securities must be returned within the earlier of the standard trade settlement period for such securities or within three business days. The loans are collateralized by cash and/or U.S. Treasury and federal agency obligations in an amount typically at least equal to the market value of the securities loaned. On loans collateralized by cash, the cash collateral is invested in a money market fund. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. The lending agent provides the fund with indemnification against Borrower default. In the event of Borrower default, the lending agent will, for the benefit of the fund, either purchase securities identical to those loaned or, when such purchase is commercially impracticable, pay the fund the market value of the loaned securities. In return, the lending agent assumes the fund's rights to the related collateral. If the collateral value is less than the cost to purchase identical securities, the lending agent is responsible for the shortfall, but only to the extent that such shortfall is not due to a decline in collateral value resulting from collateral reinvestment for which the fund bears the risk of loss. A portion of the income generated upon investment of the collateral is remitted to the Borrowers, and the remainder is allocated between the fund and the lending agent. On loans collateralized by U.S. Treasury and/or federal agency obligations, a fee is received from the Borrower, and is allocated between the fund and the lending agent. Income from
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Notes to Financial Statements  - continued
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 November 30, 2020, there were no securities on loan or collateral outstanding.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and Income — Investment transactions are recorded on the trade date. Dividends received in cash are recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded when the fund is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Dividend payments received in additional securities are recorded on the ex-dividend date in an amount equal to the value of the security on such date.
The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
Fees Paid Indirectly — The fund's custody fee may be reduced by a credit earned under an arrangement that measures the value of U.S. dollars deposited with the custodian by the fund. The amount of the credit, for the year ended November 30, 2020, is shown as a reduction of total expenses in the Statement of Operations.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.
Distributions to shareholders are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net
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Notes to Financial Statements  - continued
asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily relate to net operating losses, wash sale loss deferrals, and treating a portion of the proceeds from redemptions as a distribution for tax purposes.
The tax character of distributions declared to shareholders for the last two fiscal years is as follows:
  Year ended
11/30/20 		Year ended
11/30/19
Long-term capital gains $382,863,384 $745,802,326
The federal tax cost and the tax basis components of distributable earnings were as follows:
As of 11/30/20  
Cost of investments $19,155,452,557
Gross appreciation 19,782,087,310
Gross depreciation (63,069,536)
Net unrealized appreciation (depreciation) $19,719,017,774
Undistributed long-term capital gain 1,530,455,706
Late year ordinary loss deferral (43,591,131)
Other temporary differences (3,758)
Multiple Classes of Shares of Beneficial Interest — The fund offers multiple classes of shares, which differ in their respective distribution and 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. Class B shares will convert to Class A shares approximately eight years after purchase. On October 2, 2020, the fund announced that effective December 21, 2020, the time period will be shortened for the automatic conversion of Class C shares to Class A shares, of the same fund, from approximately ten years to approximately eight years after purchase. On or about December 21, 2020, any Class C shares that have an original purchase date of December 31, 2012 or
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Notes to Financial Statements  - continued
earlier will convert to Class A shares, of the same fund. The fund’s distributions declared to shareholders as reported in the Statements of Changes in Net Assets are presented by class as follows:
  Year
ended
11/30/20 		  Year
ended
11/30/19
Class A $99,757,661   $209,637,918
Class B 2,834,455   7,086,294
Class C 12,869,985   28,415,129
Class I 94,084,996   163,352,657
Class R1 468,535   949,070
Class R2 2,801,017   6,935,306
Class R3 13,007,925   28,470,169
Class R4 17,250,413   37,036,302
Class R6 139,788,397   263,919,481
Total $382,863,384   $745,802,326
(3) Transactions with Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at the following annual rates based on the fund's average daily net assets:
Up to $1 billion 0.75%
In excess of $1 billion and up to $2.5 billion 0.65%
In excess of $2.5 billion and up to $5 billion 0.60%
In excess of $5 billion and up to $10 billion 0.55%
In excess of $10 billion and up to $20 billion 0.50%
In excess of $20 billion and up to $30 billion 0.45%
In excess of $30 billion 0.40%
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 November 30, 2020, this management fee reduction amounted to $3,372,458, which is included in the reduction of total expenses in the Statement of Operations. The management fee incurred for the year ended November 30, 2020 was equivalent to an annual effective rate of 0.50% of the fund's average daily net assets.
Distributor — MFS Fund Distributors, Inc. (MFD), a wholly-owned subsidiary of MFS, as distributor, received $2,338,114 for the year ended November 30, 2020, as its portion of the initial sales charge on sales of Class A shares of the fund.
The Board of Trustees has adopted a distribution plan for certain share classes pursuant to Rule 12b-1 of the Investment Company Act of 1940.
The fund's distribution plan provides that the fund will pay MFD for services provided by MFD and financial intermediaries in connection with the distribution and servicing of certain share classes. One component of the plan is a distribution fee paid to MFD and another component of the plan is a service fee paid to MFD. MFD may subsequently pay all, or a portion, of the distribution and/or service fees to financial intermediaries.
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Notes to Financial Statements  - continued
Distribution Plan Fee Table:
  Distribution
Fee Rate (d) 		Service
Fee Rate (d) 		Total
Distribution
Plan (d) 		Annual
Effective
Rate (e) 		Distribution
and Service
Fee
Class A — 0.25% 0.25% 0.24% $ 18,011,412
Class B 0.75% 0.25% 1.00% 1.00% 1,423,886
Class C 0.75% 0.25% 1.00% 1.00% 7,129,701
Class R1 0.75% 0.25% 1.00% 1.00% 253,447
Class R2 0.25% 0.25% 0.50% 0.50% 870,987
Class R3 — 0.25% 0.25% 0.25% 2,352,818
Total Distribution and Service Fees         $30,042,251
(d) In accordance with the distribution plan for certain classes, the fund pays distribution and/or service fees equal to these annual percentage rates of each class’s average daily net assets. The distribution and service fee rates disclosed by class represent the current rates in effect at the end of the reporting period. Any rate changes, if applicable, are detailed below.
(e) The annual effective rates represent actual fees incurred under the distribution plan for the year ended November 30, 2020 based on each class's average daily net assets.MFD has voluntarily agreed to rebate a portion of each class’s 0.25% service fee attributable to accounts for which there is no financial intermediary specified on the account except for accounts attributable to MFS or its affiliates’ seed money. For the year ended November 30, 2020, this rebate amounted to $361,547, $3,375, $1,632, $24, and $713 for Class A, Class B, Class C, Class R1, and Class R3, respectively, and is included in the reduction of total expenses in the Statement of Operations.
Certain Class A shares are subject to a contingent deferred sales charge (CDSC) in the event of a shareholder redemption within 18 months of purchase. Class B shares are subject to a CDSC in the event of a shareholder redemption within six years of purchase. Class C shares are subject to a CDSC in the event of a shareholder redemption within 12 months of purchase. All contingent deferred sales charges are paid to MFD and during the year ended November 30, 2020, were as follows:
  Amount
Class A $74,948
Class B 117,784
Class C 92,691
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 calculated as a percentage of the average daily net assets of the fund as determined periodically under the supervision of the fund's Board of Trustees. For the year ended November 30, 2020, the fee was $1,903,514, which equated to 0.0062% annually of the fund's average daily net assets. MFSC also receives reimbursement from the fund for out-of-pocket expenses, sub-accounting and other shareholder servicing costs which may be paid to affiliated and unaffiliated service providers. Class R6 shares do not incur sub-accounting fees. For the year ended November 30, 2020, these out-of-pocket expenses, sub-accounting and other shareholder servicing costs amounted to $17,158,837.
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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 November 30, 2020 was equivalent to an annual effective rate of 0.0019% of the fund's average daily net assets.
Trustees’ and Officers’ Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS, MFD, and MFSC.
Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $1,197 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2020. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $3,758 at November 30, 2020, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS but does incur investment and operating costs.
The fund is permitted to engage in purchase and sale transactions with funds and accounts for which MFS serves as investment adviser or sub-adviser (“cross-trades”) pursuant to a policy adopted by the Board of Trustees. This policy has been designed to ensure that cross-trades conducted by the fund comply with Rule 17a-7 under the Investment Company Act of 1940. During the year ended November 30, 2020, the fund engaged in purchase and sale transactions pursuant to this policy, which amounted to $54,988,715 and $51,306,221, respectively. The sales transactions resulted in net realized gains (losses) of $22,836,284.
The adviser has voluntarily undertaken to reimburse the fund from its own resources on a quarterly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the year ended November 30, 2020, this reimbursement amounted to $706,523, which is included in “Other” income in the Statement of Operations.
(4) Portfolio Securities
For the year ended November 30, 2020, purchases and sales of investments, other than short-term obligations, aggregated $13,851,555,572 and $8,031,503,283, respectively.
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Notes to Financial Statements  - continued
(5) Shares of Beneficial Interest
The fund's Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. Transactions in fund shares were as follows:
  Year ended
11/30/20 		  Year ended
11/30/19
  Shares Amount   Shares Amount
Shares sold          
Class A 11,755,942 $1,491,954,455   7,234,087 $755,939,828
Class B 37,010 3,763,296   133,239 10,610,403
Class C 1,994,344 192,965,598   1,290,763 106,550,580
Class I 34,837,575 4,667,030,330   16,937,211 1,903,776,667
Class R1 61,047 6,066,132   78,603 6,533,909
Class R2 469,224 56,240,118   312,980 30,365,172
Class R3 3,774,236 505,720,025   2,752,312 284,717,444
Class R4 5,499,587 734,703,060   1,866,503 197,881,959
Class R6 40,805,228 5,719,230,374   19,111,009 2,163,046,133
  99,234,193 $13,377,673,388   49,716,707 $5,459,422,095
Shares issued to shareholders
in reinvestment of distributions 		         
Class A 768,111 $92,083,978   2,108,349 $192,435,087
Class B 28,978 2,734,806   93,999 6,847,208
Class C 118,333 11,109,371   339,023 24,509,479
Class I 666,459 85,725,527   1,519,237 147,981,392
Class R1 4,977 468,456   13,035 949,064
Class R2 23,344 2,624,178   71,227 6,120,485
Class R3 109,161 13,007,809   313,442 28,469,697
Class R4 134,759 16,842,518   381,314 36,020,551
Class R6 1,040,067 133,876,660   2,601,106 253,816,804
  2,894,189 $358,473,303   7,440,732 $697,149,767
Shares reacquired          
Class A (10,986,962) $(1,424,063,227)   (7,984,211) $(832,781,900)
Class B (441,932) (44,291,652)   (418,768) (34,985,463)
Class C (2,384,633) (242,638,451)   (1,858,354) (153,647,614)
Class I (17,188,663) (2,368,719,605)   (10,564,205) (1,180,239,923)
Class R1 (97,974) (10,007,130)   (67,775) (5,755,630)
Class R2 (689,697) (82,398,844)   (624,832) (61,178,903)
Class R3 (2,538,924) (322,519,868)   (2,911,879) (306,575,149)
Class R4 (2,935,296) (394,828,347)   (2,701,385) (292,339,307)
Class R6 (20,652,289) (2,802,597,916)   (12,983,958) (1,470,549,001)
  (57,916,370) $(7,692,065,040)   (40,115,367) $(4,338,052,890)
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Notes to Financial Statements  - continued
  Year ended
11/30/20 		  Year ended
11/30/19
  Shares Amount   Shares Amount
Net change          
Class A 1,537,091 $159,975,206   1,358,225 $115,593,015
Class B (375,944) (37,793,550)   (191,530) (17,527,852)
Class C (271,956) (38,563,482)   (228,568) (22,587,555)
Class I 18,315,371 2,384,036,252   7,892,243 871,518,136
Class R1 (31,950) (3,472,542)   23,863 1,727,343
Class R2 (197,129) (23,534,548)   (240,625) (24,693,246)
Class R3 1,344,473 196,207,966   153,875 6,611,992
Class R4 2,699,050 356,717,231   (453,568) (58,436,797)
Class R6 21,193,006 3,050,509,118   8,728,157 946,313,936
  44,212,012 $6,044,081,651   17,042,072 $1,818,518,972
Effective June 1, 2019, purchases of the fund’s Class B shares are closed to new and existing investors subject to certain exceptions. Please see the fund’s prospectus for details.
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 Fund and the MFS Moderate Allocation Fund were the owners of record of approximately 2% and 1% of the value of outstanding voting shares of the fund. In addition, the MFS Aggressive Growth Allocation Fund, the MFS Conservative Allocation Fund, the MFS Lifetime 2020 Fund, the MFS Lifetime 2025 Fund, the MFS Lifetime 2030 Fund, the MFS Lifetime 2035 Fund, the MFS Lifetime 2040 Fund, the MFS Lifetime 2045 Fund, the MFS Lifetime 2050 Fund, the MFS Lifetime 2055 Fund, the MFS Lifetime 2060 Fund, the MFS Lifetime Income Fund, and the MFS Managed Wealth Fund were each the owners of record of less than 1% of the value of outstanding voting shares of the fund.
(6) Line of Credit
The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit of which $1 billion is reserved for use by the fund and certain other U.S. funds. The line of credit is provided by a syndicate of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of one month LIBOR, the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an agreed upon spread. For the year ended November 30, 2020, the fund’s commitment fee and interest expense were $136,464 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.
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Notes to Financial Statements  - continued
(7) Investments in Affiliated Issuers
An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
Affiliated Issuers Beginning
Value 		Purchases Sales
Proceeds 		Realized
Gain
(Loss) 		Change in
Unrealized
Appreciation or
Depreciation 		Ending
Value
MFS Institutional Money Market Portfolio  $584,303,556  $5,959,076,633  $6,143,802,483  $(49,972)  $(50,695)  $399,477,039
    
Affiliated Issuers Dividend
Income 		Capital Gain
Distributions
MFS Institutional Money Market Portfolio  $4,318,067  $—
(8) Impacts of COVID-19
The pandemic related to the global spread of novel coronavirus disease (COVID-19), which was first detected in December 2019, has resulted in significant disruptions to global business activity and the global economy, as well as the economies of individual countries, the financial performance of individual companies and sectors, and the securities and commodities markets in general. This pandemic, the full effects of which are still unknown, has resulted in substantial market volatility and may have adversely impacted the prices and liquidity of the fund's investments and the fund's performance.
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Report of Independent Registered Public Accounting Firm
To the Board of Trustees of MFS Series Trust II and the shareholders of MFS Growth Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of MFS Growth Fund (the “Fund”), including the portfolio of investments, as of November 30, 2020, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2020, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements 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 Company 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 are free of material misstatement, whether due to error or fraud. The Company 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 Company’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
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Report of Independent Registered Public Accounting Firm – continued
evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2020, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 14, 2021
We have served as the auditor of one or more of the MFS investment companies since 1924.
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Trustees and Officers — Identification and Background
The Trustees and Officers of the Trust, as of January 1, 2021, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years 		  Other Directorships During
the Past Five Years (j)
INTERESTED TRUSTEES    
Robert J. Manning (k)
(age 57) 		  Trustee   February 2004   133   Massachusetts Financial Services Company, Non-Executive Chairman (since January 2021); Director; Chairman of the Board; Executive Chairman (January 2017-2020); Co-Chief Executive Officer (2015-2016)   N/A
Michael W. Roberge (k)
(age 54) 		  Trustee   January 2021   133   Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; President (until December 2018); Chief Investment Officer (until December 2018); Co-Chief Executive Officer (until December 2016)   N/A
INDEPENDENT TRUSTEES    
John P. Kavanaugh
(age 66) 		  Trustee and Chair of Trustees   January 2009   133   Private investor   N/A
Steven E. Buller
(age 69) 		  Trustee   February 2014   133   Private investor   N/A
John A. Caroselli
(age 66) 		  Trustee   March 2017   133   Private investor; JC Global Advisors, LLC (management consulting), President (since 2015)   N/A
Maureen R. Goldfarb
(age 65) 		  Trustee   January 2009   133   Private investor   N/A
Peter D. Jones
(age 65) 		  Trustee   January 2019   133   Private investor   N/A
39

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Trustees and Officers - continued
Name, Age   Position(s) Held with Fund   Trustee/Officer Since(h)   Number of MFS Funds overseen by the Trustee   Principal Occupations During
the Past Five Years 		  Other Directorships During
the Past Five Years (j)
James W. Kilman, Jr.
(age 59) 		  Trustee   January 2019   133   Burford Capital Limited (finance and investment management), Chief Financial Officer (since 2019); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   Alpha-En Corporation, Director (2016-2019)
Clarence Otis, Jr.
(age 64) 		  Trustee   March 2017   133   Private investor   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director
Maryanne L. Roepke
(age 64) 		  Trustee   May 2014   133   Private investor   N/A
Laurie J. Thomsen
(age 63) 		  Trustee   March 2005   133   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director
    
Name, Age   Position(s) Held with
Fund 		  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
OFFICERS                
Christopher R. Bohane (k)
(age 46) 		  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
Kino Clark (k)
(age 52) 		  Assistant Treasurer   January 2012   133   Massachusetts Financial Services Company, Vice President
40

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Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund 		  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
John W. Clark, Jr. (k)
(age 53) 		  Assistant Treasurer   April 2017   133   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head - Treasurer's Office (until February 2017)
Thomas H. Connors (k)
(age 61) 		  Assistant Secretary and Assistant Clerk   September 2012   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
David L. DiLorenzo (k)
(age 52) 		  President   July 2005   133   Massachusetts Financial Services Company, Senior Vice President
Heidi W. Hardin (k)
(age 53) 		  Secretary and Clerk   April 2017   133   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (until January 2017)
Brian E. Langenfeld (k)
(age 47) 		  Assistant Secretary and Assistant Clerk   June 2006   133   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 41) 		  Assistant Secretary and Assistant Clerk   September 2018   133   Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel
Susan A. Pereira (k)
(age 50) 		  Assistant Secretary and Assistant Clerk   July 2005   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Kasey L. Phillips (k)
(age 50) 		  Assistant Treasurer   September 2012   133   Massachusetts Financial Services Company, Vice President
Matthew A. Stowe (k)
(age 46) 		  Assistant Secretary and Assistant Clerk   October 2014   133   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Martin J. Wolin (k)
(age 53) 		  Chief Compliance Officer   July 2015   133   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer
41

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Trustees and Officers - continued
Name, Age   Position(s) Held with
Fund 		  Trustee/Officer Since(h)   Number of MFS Funds for which the Person is an Officer   Principal Occupations During
the Past Five Years
James O. Yost (k)
(age 60) 		  Treasurer   September 1990   133   Massachusetts Financial Services Company, Senior Vice President
(h) Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.
(j) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).
(k) “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.
Each Trustee (other than Messrs. Jones, Kilman and Roberge) has been elected by shareholders and each Trustee and Officer holds office until his or her successor is chosen and qualified or until his or her earlier death, resignation, retirement or removal. Mr. Roberge became a Trustee of the Funds on January 1, 2021 and Messrs. Jones and Kilman became Trustees of the Funds on January 1, 2019. The Trust does not hold annual meetings for the purpose of electing Trustees, and Trustees are not elected for fixed terms. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.
Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.
The Statement of Additional Information for a Fund includes further information about the Trustees and is available without charge upon request by calling 1-800-225-2606.
Investment Adviser Custodian
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199-7618 		JPMorgan Chase Bank, NA
4 Metrotech Center
New York, NY 11245
    
Distributor Independent Registered Public Accounting Firm
MFS Fund Distributors, Inc.
111 Huntington Avenue
Boston, MA 02199-7618 		Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
    
42

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Trustees and Officers - continued
Portfolio Manager(s)  
Eric Fischman
Paul Gordon 		 
43

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Board Review of Investment Advisory Agreement
MFS Growth Fund
The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times by videoconference (in accordance with Securities and Exchange Commission relief) over the course of three months beginning in May and ending in July, 2020 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance of the Fund for various time periods ended December 31, 2019 and the investment performance of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii)
44

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Board Review of Investment Advisory Agreement - continued
information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.
Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s Class A shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2019, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s Class A shares was in the 1st quintile relative to the other funds in the universe for this five-year period (the 1st quintile being the best performers and the 5th quintile being the worst performers). The total return performance of the Fund’s Class A shares was in the 1st quintile for each of the one- and three-year periods ended December 31, 2019 relative to the Broadridge performance universe. Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report. In addition, the Trustees reviewed the Fund’s Class I total return performance relative to the Fund’s benchmark performance for the ten-, five-, three- and one-year periods ended December 31, 2019.
In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year regarding the Fund’s performance. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.
In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s Class A shares as a percentage of average daily net assets and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that, according to the data provided
45

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Board Review of Investment Advisory Agreement - continued
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 average daily net assets over $1 billion, $2.5 billion, $5 billion, $10 billion, $20 billion, and $30 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.
46

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Board Review of Investment Advisory Agreement - continued
The Trustees also considered the nature, quality, cost, and extent of administrative, transfer agency, and distribution services provided to the Fund by MFS and its affiliates under agreements and plans other than the investment advisory agreement, including any 12b-1 fees the Fund pays to MFS Fund Distributors, Inc., an affiliate of MFS. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.
The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.
Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2020.
47

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Proxy Voting Policies and Information
MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio Disclosure
The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund's Form N-PORT reports are available on the SEC's Web site at  http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at mfs.com/openendfunds by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
Further Information
From time to time, MFS may post important information about the fund or the MFS funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/openendfunds by choosing the fund’s name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Information About Fund Contracts and Legal Claims
The fund has entered into contractual arrangements with an investment adviser, administrator, distributor, shareholder servicing agent, 529 program manager (if applicable), and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Federal Tax Information (unaudited)
The fund will notify shareholders of amounts for use in preparing 2020 income tax forms in January 2021.  The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund designates $530,586,000 as capital gain dividends paid during the fiscal year.
48

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rev. 3/16
FACTS WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?
    
Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
    
What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:
• Social Security number and account balances
• Account transactions and transaction history
• Checking account information and wire transfer instructions
When you are no longer our customer, we continue to share your information as described in this notice.
    
How? All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing.
    
Reasons we can share your
personal information 		Does MFS share? Can you limit
this sharing?
For our everyday business purposes –
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus 		Yes No
For our marketing purposes –
to offer our products and services to you 		No We don't share
For joint marketing with other
financial companies 		No We don't share
For our affiliates' everyday business purposes –
information about your transactions and experiences 		No We don't share
For our affiliates' everyday business purposes –
information about your creditworthiness 		No We don't share
For nonaffiliates to market to you No We don't share
    
Questions? Call 800-225-2606 or go to mfs.com.
    
49

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Page 2
Who we are
Who is providing this notice? MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.
    
What we do
How does MFS
protect my personal
information? 		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS
collect my personal
information? 		We collect your personal information, for example, when you
• open an account or provide account information
• direct us to buy securities or direct us to sell your securities
• make a wire transfer
We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can't I limit all sharing? Federal law gives you the right to limit only
• sharing for affiliates' everyday business purposes – information about your creditworthiness
• affiliates from using your information to market to you
• sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
    
Definitions
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
•  MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
•  MFS does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
•  MFS doesn't jointly market.
    
Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.
50

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Table of Contents
Save paper with eDelivery.
MFS® will send you prospectuses, reports, and proxies directly via e-mail so you will get information faster with less mailbox clutter.
To sign up:
1. Go to mfs.com.
2. Log in via MFS® Access.
3. Select eDelivery.
If you own your MFS fund shares through a financial institution or a retirement plan, MFS® TALK, MFS® Access, or eDelivery may not be available to you.
CONTACT
WEB SITE
mfs.com
MFS TALK
1-800-637-8255
24 hours a day
ACCOUNT SERVICE AND LITERATURE
Shareholders
1-800-225-2606
Financial advisors
1-800-343-2829
Retirement plan services
1-800-637-1255
MAILING ADDRESS
MFS Service Center, Inc.
P.O. Box 219341
Kansas City, MO 64121-9341
OVERNIGHT MAIL
MFS Service Center, Inc.
Suite 219341
430 W 7th Street
Kansas City, MO 64105-1407

Item 1(b):

Not applicable.

ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller, James Kilman, and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, members of the Audit Committee, have been determined by the Board of Trustees in their reasonable business judgment to meet the definition of “audit committee financial expert” as such term is defined in Form N-CSR. In addition, Messrs. Buller, Kilman, and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to the series of the Registrant (the series referred to as 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 November 30, 2020 and 2019, audit fees billed to the Fund by Deloitte were as follows:

 

     Audit Fees  
     2020      2019  

Fees billed by Deloitte:

     

MFS Growth Fund

     56,434        55,504  

For the fiscal years ended November 30, 2020 and 2019, fees billed by Deloitte for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees billed by Deloitte:

                 

To MFS Growth Fund

     0        0        7,509        7,138        0        0  
     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2020      2019      2020      2019      2020      2019  

Fees billed by Deloitte:

                 

To MFS and MFS Related Entities of MFS Growth Fund*

     0        0        0        0        5,390        3,790  

 

     Aggregate Fees for Non-audit
Services 		 
     2020      2019  

Fees Billed by Deloitte:

     

To MFS Growth Fund, MFS and MFS Related Entities#

     906,649        10,928  

 

*

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 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.    

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the Registrant.

 

ITEM 6.

INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of such series under Item 1(a) of this Form N-CSR.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

ITEM 9. 

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the Registrant.    

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

Based upon their evaluation of the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this report on Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

(b)

There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by the report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the Registrant.

 

ITEM 13.

EXHIBITS.

 

(a)    (1)

Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the

   

registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

 

  (2)

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

 

  (3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

  (4)

Change in the registrant’s independent public accountant. Not applicable.

 

(b)

If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. Attached hereto as EX-99.906CERT

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 SERIES TRUST II

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: January 14, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*    /S/ DAVID L. DILORENZO
 

David L. DiLorenzo, President

(Principal Executive Officer)

Date: January 14, 2021

 

By (Signature and Title)*    /S/ JAMES O. YOST
 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: January 14, 2021

 

*

Print name and title of each signing officer under his or her signature.

EX-99.COE

 

LOGO

Code of Ethics for Principal Executive and Principal Financial Officers

Effective February 13, 2018

 

I.

Policy Purpose and Summary

Section 406 of the Sarbanes-Oxley Act requires that each MFS Fund registered under the Investment Company Act of 1940 disclose whether or not it has adopted a code of ethics for senior financial officers, applicable to its principal financial officer and principal accounting officer.

 

II.

Overview

 

  A.

Covered Officers/Purpose of the Code

This code of ethics (this “Code”) has been adopted by the funds (collectively, “Funds” and each, “Fund”) under supervision of the MFS Funds Board (the “Board”) and applies to the Funds’ Principal Executive Officer and Principal Financial Officer (the “Covered Officers” each of whom is set forth in Exhibit A) for the purpose of promoting:

 

  •  

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

  •  

full, fair, accurate, timely and understandable disclosure in reports and documents that the Funds file with, or submit to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Funds;

 

  •  

compliance by the Funds with applicable laws and governmental rules and regulations;

 

  •  

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

  •  

accountability for adherence to the Code.

 

  B.

Conduct Guidelines

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. In addition, each Covered Officer should not place his or her personal interests ahead of the Funds’ interests and should endeavor to act honestly and ethically. In furtherance of the foregoing, each Covered Officer must:

 

  •  

not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting for any Fund whereby the Covered Officer would benefit personally to the detriment of the Fund; and

  •   

not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund.

The following activities, which could create the appearance of a conflict of interest, are permitted only with the approval of the Funds’ Chief Legal Officer (“CLO”):

 

  •  

service as a director on the board of any “for profit” company other than the board of the Funds’ investment adviser or its subsidiaries or board of a pooled investment vehicle sponsored by the Funds’ investment adviser or its subsidiaries;

 

  •  

running for political office;

 

  •  

the receipt of any Fund business-related gift or any entertainment from any company with which a Fund has current or prospective business dealings unless such gift or entertainment is permitted by the gifts and entertainment policy of the Funds’ investment adviser;

 

  •  

any material ownership interest in, or any consulting or employment relationship with, any Fund service providers (e.g., custodian banks, audit firms), other than the Funds’ investment adviser, principal underwriter, administrator or any affiliated person thereof;

 

  •  

a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer’s employment or securities ownership.

 

  C.

Disclosure and Compliance

 

  •  

Each Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Funds;

 

  •  

each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s trustees and auditors, and to governmental regulators and self-regulatory organizations;

 

  •  

each Covered Officer should, to the extent appropriate within his or her area of Fund responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and

 

  •  

it is the responsibility of each Covered Officer to promote compliance within his or her area of Fund responsibility with the standards and restrictions imposed by applicable laws, rules and regulations.

  D. 

Reporting and Accountability

Each Covered Officer must:

 

  •  

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code;

 

  •  

annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

 

  •  

annually report to the CLO affiliations and relationships which are or may raise the appearance of a conflict of interest with the Covered Officer’s duties to the Funds, as identified in the annual Trustee and Officer Questionnaire;

 

  •  

not retaliate against any other Covered Officer or any officer or employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and

 

  •  

notify the CLO promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The CLO is responsible for applying this Code to specific situations in which questions are presented under it, granting waivers upon consultation with the Board or its designee, investigating violations, and has the authority to interpret this Code in any particular situation. The CLO will report requests for waivers to the Board (or a designee thereof) promptly upon receipt of a waiver request and will periodically report to the Board any approvals granted since the last report.

The CLO will take all appropriate action to investigate any potential violations reported to him or her and to report any violations to the Board. If the Board concurs that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer.

Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

  E.

Confidentiality

All reports and records prepared or maintained pursuant to this Code and under the direction of the CLO will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Funds’ Board, its counsel, counsel to the Board’s independent trustees and senior management and the board of directors of the Fund’s investment adviser and its counsel.

  F. 

Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion.

 

III.

Supervision

The Board of Trustees of the Funds, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of the Funds, shall review no less frequently than annually, a report from the CLO regarding the affirmations of the principal executive officer and the principal financial officer as to compliance with this Code.

 

IV.

Interpretation and Escalation

Breaches of the Code are reviewed by the CLO and communicated to the Board of Trustees of the affected Fund(s). Interpretations of this Policy shall be made from time to time by the CLO, as needed, and questions regarding the application of this Policy to a specific set of facts are escalated to the CLO.

 

V.

Authority

Section 406 of the Sarbanes-Oxley Act.

 

VI.

Monitoring

Adherence to this policy is monitored by the CLO.

 

VII.

Related Policies

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s codes of ethics under Rule 17j-1 under the Investment Company Act and any other codes or policies or procedures adopted by the Funds or their investment adviser or other service providers are separate requirements and are not part of this Code.

 

VIII.

Amendment

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent trustees.

 

IX.

Recordkeeping

All required books, records and other documentation shall be retained in accordance with MFS’ related record retention policy.

Additional procedures may need to be implemented by departments to properly comply with this policy.

Exhibit A

As of January 1, 2017

Persons Covered by this Code of Ethics

Funds’ Principal Executive Officer: David L. DiLorenzo

Funds’ Principal Financial Officer: James O. Yost

 

EX-99.302CERT

MFS SERIES TRUST II

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, James O. Yost, certify that:

 

1.

I have reviewed this report on Form N-CSR of MFS Series Trust II;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 14, 2021

    /S/ JAMES O. YOST
    James O. Yost
   

Treasurer (Principal Financial Officer and

Accounting Officer)

EX-99.302CERT

MFS SERIES TRUST II

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, David L. DiLorenzo, certify that:

 

1.

I have reviewed this report on Form N-CSR of MFS Series Trust II;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 14, 2021     /S/ DAVID L. DILORENZO
    David L. DiLorenzo
    President (Principal Executive Officer)

EX-99.906CERT

MFS SERIES TRUST II

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, James O. Yost, certify that, to my knowledge:

 

1.

The Form N-CSR (the “Report”) of MFS Series Trust II (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: January 14, 2021

    /S/ JAMES O. YOST
    James O. Yost
   

Treasurer (Principal Financial Officer and

Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.906CERT

MFS SERIES TRUST II

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

I, David L. DiLorenzo, certify that, to my knowledge:

 

1.

The Form N-CSR (the “Report”) of MFS Series Trust II (the “Registrant”) fully complies for the period covered by the Report with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: January 14, 2021

    /S/ DAVID L. DILORENZO
   

David L. DiLorenzo

   

President (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.