N-14

As filed with the Securities and Exchange Commission on September 11, 2009

1933 Act File No.             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

¨        PRE-EFFECTIVE AMENDMENT NO. ¨        POST-EFFECTIVE AMENDMENT NO.

MFS^® VARIABLE INSURANCE TRUST II

(Exact Name of Registrant as Specified in Charter)

500 Boylston Street, Boston, Massachusetts 02116

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (617) 954-5000

Susan S. Newton, Massachusetts Financial Services Company

500 Boylston Street, Boston, Massachusetts 02116

(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the effective date of the registration statement.

Title of Securities Being Registered: Initial Class and Service Class shares of beneficial interest in the series of the Registrant designated MFS Massachusetts Investors Growth Stock Portfolio, a series of MFS Variable Insurance Trust II.

NO FILING FEE IS REQUIRED BECAUSE AN INDEFINITE NUMBER OF SHARES HAVE PREVIOUSLY BEEN REGISTERED PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940. PURSUANT TO RULE 429, THIS REGISTRATION STATEMENT RELATES TO SHARES PREVIOUSLY REGISTERED ON
FORM N-1A (FILE NO. 2-83616)

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE ON

OCTOBER 12, 2009 PURSUANT TO RULE 488

MFS CAPITAL APPRECIATION PORTFOLIO

500 Boylston Street, Boston, Massachusetts 02116-3741

(617) 954-5000

October [    ], 2009

Dear Variable Contract Owner:

You are the owner of a variable annuity contract or variable life insurance policy (the “variable contract”) issued by either Sun Life Assurance Company of Canada (U.S.) (“Sun Life (U.S.)”) or Sun Life Insurance and Annuity Company of New York (“Sun Life (N.Y.)”) (collectively, the “Companies”). Shares of the MFS Capital Appreciation Portfolio (the “Capital Appreciation Portfolio”) of the MFS Variable Insurance Trust II (the “Trust”) have been purchased under your variable contract by either Sun Life (U.S.) or Sun Life (N.Y.) through one or more of their respective separate accounts (the “Separate Accounts”) to support contract values or fund benefits payable under your variable contract. Sun Life (U.S.) or Sun Life (N.Y.) is the record owner of Portfolio shares held in connection with your variable contract by the Separate Account through which your variable contract was issued.

On November [23], 2009, there will be a Special Meeting of the Portfolio.

As record owners of the Portfolio’s shares, the Companies have been asked to approve a reorganization of the Capital Appreciation Portfolio into the MFS Massachusetts Investors Growth Stock Portfolio (the “Investors Growth Stock Portfolio”). The Investors Growth Stock Portfolio has an identical investment objective as the Capital Appreciation Portfolio and also has investment strategies and policies that are substantially similar to those of the Capital Appreciation Portfolio. This reorganization would provide the Capital Appreciation Portfolio’s shareholders with the opportunity to participate in a larger combined portfolio with the same investment objective, substantially similar investment strategies and policies, potentially lower expenses resulting from fixed costs being spread over a larger asset base and potentially greater prospects for asset growth over time.

After careful consideration, the Capital Appreciation Portfolio’s Trustees have unanimously determined that the reorganization of the Capital Appreciation Portfolio into the Investors Growth Stock Portfolio would be in the best interest of the Capital Appreciation Portfolio’s shareholders. For this reason, the Trustees recommend that you provide voting instructions for the Companies to vote FOR the proposed transaction by completing the enclosed Voting Instruction Form. This proposed reorganization is detailed in the enclosed Prospectus/Proxy Statement. For your convenience, a summary of the transaction is included in question and answer format at the beginning of the Prospectus/Proxy Statement. You should read both thoroughly before voting.

YOUR VOTE MAKES A DIFFERENCE

Please take a moment now to provide your voting instructions by one of the methods described on the enclosed Voting Instruction Form. For more information, please call [1-800-225-2606]. I thank you for your prompt attention to this matter.

Sincerely,

Maria F. Dwyer

President

MFS Capital Appreciation Portfolio

MFS Capital Appreciation Portfolio

a series of MFS Variable Insurance Trust II

500 Boylston Street, Boston, Massachusetts 02116

(617) 954-5000

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER __, 2009

To owners of variable annuity contracts or variable life insurance policies (“variable contracts”) issued by Sun Life Assurance Company of Canada (U.S.) (“Sun Life (U.S.)”) or Sun Life Insurance and Annuity Company of New York (“Sun Life (N.Y.)”) entitled, pursuant to the attached Proxy Statement, to give voting instructions in connection with a separate account of Sun Life (U.S.) or Sun Life (N.Y.).

A Special Meeting (the “Meeting”) of Shareholders of MFS Capital Appreciation Portfolio, a series of the MFS Variable Insurance Trust II, a Massachusetts business trust (the “Trust”), will be held at the offices of the Trust, 500 Boylston Street, 24th Floor, Boston, Massachusetts 02116, on November [    ], 2009, at 10:00 a.m. Eastern time for the following purposes:

ITEM 1. To consider and act upon a proposal to approve a Plan of Reorganization (the “Plan”) of the Trust, on behalf of each of its MFS Capital Appreciation Portfolio (the “Capital Appreciation Portfolio”) and its MFS Massachusetts Investors Growth Stock Portfolio (the “Massachusetts Investors Growth Stock Portfolio”), providing for the transfer of assets and the assumption of liabilities of the Capital Appreciation Portfolio to and by the Massachusetts Investors Growth Stock Portfolio in exchange solely for shares of beneficial interest of the Massachusetts Investors Growth Stock Portfolio, the distribution of Massachusetts Investors Growth Stock Portfolio shares to the shareholders of the Capital Appreciation Portfolio in liquidation of the Capital Appreciation Portfolio, and the termination of the Capital Appreciation Portfolio.

ITEM 2. To transact such other business as may properly come before the Meeting and any adjournments thereof.

YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT

YOU VOTE FOR ITEM 1.

As of [October 12, 2009,] shares of the Capital Appreciation Portfolio are held exclusively in certain separate accounts of Sun Life (U.S.) and Sun Life (N.Y.) supporting variable contracts issued by Sun Life (U.S.) or Sun Life (N.Y.). As owners of the assets held in their separate accounts, Sun Life (U.S.) and Sun Life (N.Y.) are the sole shareholders of record of the Capital Appreciation Portfolio and are entitled to vote shares of the Capital Appreciation Portfolio. However, Sun Life (U.S.) and Sun Life (N.Y.) hereby solicit, and will vote the shares of the Portfolio at the Meeting in accordance with timely instructions received from owners of variable contracts having contract values allocated to a separate account invested in such shares.

As a variable contract owner of record at the close of business on October [    ], 2009 (the “Record Date”), you have the right to instruct Sun Life (U.S.) or Sun Life (N.Y.) as to the manner in which shares of the Portfolio attributable to your variable contract should be voted. To assist you in giving your instructions, a Voting Instruction Form is enclosed. In addition, a Proxy Statement for the Portfolio is attached to this Notice and describes the matters to be voted upon at the Meeting or any adjournment(s) thereof. For your voting instructions to be counted, Sun Life (U.S.) or Sun Life (N.Y.) must receive them by 5:00 p.m. (E.T.) on November [20], 2009.

Your vote is important. Whether or not you expect to attend the Meeting, please follow the steps on the enclosed Voting Instruction Form to provide voting instructions by mail.

By order of the Board of Trustees,

Susan S. Newton,

Assistant Secretary and Assistant Clerk

October __, 2009

Prospectus/Proxy Statement

October [__] 2009

Acquisition of the assets and liabilities of

MFS CAPITAL APPRECIATION PORTFOLIO

By and in exchange for shares of

MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO

each a series of MFS Variable Insurance Trust II

500 Boylston Street

Boston, Massachusetts 02116

(617) 954-5000

*    *    *    *    *

This Prospectus/Proxy Statement relates to the proposed reorganization of MFS Capital Appreciation Portfolio (the “Capital Appreciation Portfolio”) into MFS Massachusetts Investors Growth Stock Portfolio (the “Massachusetts Investors Growth Stock Portfolio”). If the proposed reorganization is approved, each shareholder of the Capital Appreciation Portfolio will receive a number of full and fractional shares of the corresponding class of shares of the Massachusetts Investors Growth Stock Portfolio equal in value at the date of the exchange to the total value of the shareholder’s Capital Appreciation Portfolio shares. Like the Capital Appreciation Portfolio, the Massachusetts Investors Growth Stock Portfolio is in the family of funds managed by Massachusetts Financial Services Company (“MFS”), and is a registered open-end management investment company (mutual fund). The Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio are collectively referred to herein as “the Portfolios,” and each individually referred to herein as “a Portfolio.”

This document provides you with the information you need to give voting instructions on the proposed reorganization. Much of the information is required under rules of the Securities and Exchange Commission (the “SEC”), and some is technical. If there is anything you do not understand, please contact [                    ].

As of the date of this Prospectus/Proxy Statement, the Capital Appreciation Portfolio issues and sells its shares to the Capital Appreciation sub-accounts within certain separate accounts (the “Separate Accounts”) of Sun Life Assurance Company of Canada (U.S.) (“Sun Life (U.S.)”) and those of Sun Life Insurance and Annuity Company of New York (“Sun Life (N.Y.)”) (and together, the “Companies”). The Separate Accounts are established to fund benefits under variable annuity and variable life insurance contracts (each, a “Contract”) issued by the Companies. Owners, participants, and payees under the Contracts who have allocated the value of their Contracts in the Separate Accounts to the Capital Appreciation sub-account (“Contract Holders”) have an indirect interest in the Capital Appreciation Portfolio. As the owners of the assets held in the Separate Accounts, the Companies are the sole shareholders of record of the Capital Appreciation Portfolio, and are entitled to vote their shares of the Capital Appreciation Portfolio. The Companies vote their shares, however, in accordance with instructions received from Contract Holders. The Notice and this Prospectus/Proxy Statement are being delivered to Contract Holders who have allocated some portion of their Contract’s value to the Capital Appreciation sub-account associated with their Separate Account, so that they may instruct the Companies how to vote the shares of the Capital Appreciation Portfolio underlying their Contracts.

All proxies solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Special Meeting of Shareholders of the Capital Appreciation Portfolio (the “Meeting”), and not revoked, will be voted at the Meeting. The Companies will vote the Portfolio’s shares at the Meeting in accordance with the instructions timely received from persons entitled to give voting instructions under the Contracts funded through the Separate Accounts. The Companies will vote the shares attributable to Contracts for which they do not receive voting instruction cards, and shares the Companies own directly due to their contributions to or accumulations in the

Separate Accounts, in the same proportion as the shares for which they receive voting instruction cards. Because of this method of proportional voting, a small number of Contract Holders may determine the outcome of the vote. If a voting instruction card is signed and dated, but gives no voting instructions, shares will be voted “for” the proposal described in this Prospectus/Proxy Statement.

This Prospectus/Proxy Statement explains concisely what you should know before providing voting instructions on the proposed reorganization or investing in the Massachusetts Investors Growth Stock Portfolio. Please read it carefully and keep it for future reference. This Prospectus/Proxy Statement is accompanied by (i) the Initial Class share Prospectus or Service Class share Prospectus (as applicable depending on the share class owned) of the Massachusetts Investors Growth Stock Portfolio dated May 1, 2009, as supplemented from time to time (the “Massachusetts Investors Growth Stock Portfolio Prospectus”); (ii) the Massachusetts Investors Growth Stock Portfolio Annual Report to shareholders for the fiscal year ended December 31, 2008 (the “Massachusetts Investors Growth Stock Portfolio Annual Report”); and (iii) the Massachusetts Investors Growth Stock Portfolio Semi-Annual Report to Shareholders for the six-month period ending June 30, 2009 (the “Massachusetts Investors Growth Stock Portfolio Semi-Annual Report”). The Massachusetts Investors Growth Stock Portfolio Prospectus, the Massachusetts Investors Growth Stock Portfolio Annual Report, and the Massachusetts Investors Growth Stock Portfolio Semi-Annual Report are incorporated into this Prospectus/Proxy Statement by reference, which means that they are part of the Prospectus/Proxy Statement for legal purposes.

The following documents have been filed with the SEC, and are also incorporated into this Prospectus/Proxy Statement by reference:

(i) the Initial Class share and Service Class share Prospectuses of the Capital Appreciation Portfolio each dated May 1, 2009, as supplemented from time to time;

(ii) the Statement of Additional Information, dated May 1, 2009, of the Trust, as supplemented from time to time, which includes information about each Portfolio;

(iii) the Annual Report to Shareholders of the Capital Appreciation Portfolio for the fiscal year ended December 31, 2008;

(iv) the Semi-Annual Report to Shareholders of the Capital Appreciation Portfolio for the six-month period ending June 30, 2009; and

(v) a Statement of Additional Information, dated October [__], 2009, relating to this Prospectus/Proxy Statement and the proposed reorganization.

For a free copy of any of the above documents, please contact MFS Service Center, Inc., either by mailing P.O. Box 55824, Boston, Massachusetts 02205-5824 or by calling 1-800-225-2606.

Proxy materials, registration statements, and other information filed by the Portfolios can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 and at the public reference facilities in the SEC’s Northeast and Midwest regional offices, at 3 World Financial Center, New York, NY 10281 and at 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604, respectively. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates. You may also access material and other information about the Portfolios on the SEC’s Internet site at http://www.sec.gov. The SEC file numbers for the documents listed above are 002-83616 and 811-03732. The SEC file number for the Statement of Additional Information relating to this Prospectus/Proxy Statement is [—].

The securities offered by this Prospectus/Proxy Statement have not been approved or disapproved by the SEC, nor has the SEC passed upon the accuracy or adequacy of such Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

	Page
SYNOPSIS	[—]
RISK FACTORS	[—]
GENERAL	[—]
PROPOSAL REGARDING APPROVAL OR DISAPPROVAL OF THE PLAN OF REORGANIZATION AND THE RELATED REORGANIZATION TRANSACTION	[—]
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION	[—]
INFORMATION ABOUT THE REORGANIZATION	[—]
VOTING INFORMATION	[—]
MISCELLANEOUS	[—]
FORM OF PLAN OF REORGANIZATION	A-1

Enclosures

Prospectus of the MFS Massachusetts Investors Growth Stock Portfolio, dated May 1, 2009 [, as supplemented]

Annual Report to Shareholders of the MFS Massachusetts Investors Growth Stock Portfolio dated December 31, 2008

Semi-Annual Report to Shareholders of the MFS Massachusetts Investors Growth Stock Portfolio dated June 30, 2009

SYNOPSIS

The questions and responses thereto that follow provide an overview of key points typically of concern to shareholders considering a proposed reorganization between the Portfolios. These responses are qualified in their entirety by the remainder of the Prospectus/Proxy Statement, which contains additional information and further details regarding the proposed reorganization.

1. What is being proposed?

The Trustees of the Trust are recommending that shareholders of the Capital Appreciation Portfolio approve the reorganization of the Capital Appreciation Portfolio into the Massachusetts Investors Growth Stock Portfolio. If the reorganization is approved, the assets and liabilities of the Capital Appreciation Portfolio will be transferred to the Massachusetts Investors Growth Stock Portfolio. In consideration therefore, the Massachusetts Investors Growth Stock Portfolio shall deliver to the Capital Appreciation Portfolio a number of shares of the Massachusetts Investors Growth Stock Portfolio having an aggregate net asset value equal to the value of the assets of the Capital Appreciation Portfolio less the value of liabilities of the Capital Appreciation Portfolio. Immediately following the transfer, the Massachusetts Investors Growth Stock Portfolio shares received by the Capital Appreciation Portfolio will be distributed to the Capital Appreciation Portfolio shareholders, pro rata, and the Capital Appreciation Portfolio will be terminated as soon as reasonably practicable thereafter. (All of these transactions are referred to below collectively as the “reorganization.”)

2. What will happen to the portion of my Contract’s value indirectly invested in shares of the Capital Appreciation Portfolio as a result of the reorganization?

Shares of the Capital Appreciation Portfolio will, in effect, be exchanged on a tax-free basis for shares of the same class of the Massachusetts Investors Growth Stock Portfolio with an equal total net asset value. The Capital Appreciation Portfolio will then be terminated.

3. Why is the reorganization being proposed and what are the benefits of merging the Capital Appreciation Portfolio into the Massachusetts Investors Growth Stock Portfolio?

The reorganization is designed to reduce existing overlap in portfolios within the same asset class offered by the Trust, thereby reducing inefficiencies and creating a larger combined Portfolio. The Trustees believe that the reorganization is in the best interest of the shareholders of each Portfolio, and that the interests of shareholders will not be diluted as a result of the reorganization. The reorganization would provide you with the opportunity to participate in a larger combined Portfolio with an identical investment objective and substantially similar investment policies and strategies, but with a generally better historical performance record, with potentially lower expenses resulting from fixed costs being spread over a larger asset base, and with potentially greater prospects for asset growth over time. In addition, combining the Portfolios will likely eliminate the duplication of certain services and expenses that currently exist as a result of their separate operations, which could promote over time more efficient management and operations on a more cost-effective basis.

It is estimated that, if the reorganization is completed, each class of the combined fund will have a “Total Annual Portfolio Operating Expense” ratio that is approximately 0.03% lower and a “Net Expense” ratio that is approximately 0.04% lower than the expense ratio of the corresponding class of the Capital Appreciation Portfolio based on expenses reported for each Portfolio’s fiscal year ended December 31, 2008. Although past performance is not an indication of future performance, the Massachusetts Investors Growth Stock Portfolio also generally has a better historical performance record than does the Capital Appreciation Portfolio. In addition, it is expected that the reorganization will be a tax-free event for federal income tax purposes and, accordingly, no gain or loss will be recognized by the Companies as shareholders of the Capital Appreciation Portfolio, the Massachusetts Investors Growth Stock Portfolio, or the Contract Holders as a direct result of the reorganization.

For a complete discussion of the factors considered by the Board of Trustees in approving the reorganization, please see “Background and Reasons for the Proposed Reorganization” below.

4. How do the investment objectives, principal investment strategies, policies, and restrictions of the two Portfolios compare?

The investment objectives of the two Portfolios are identical, in that they both seek capital appreciation. The investment objective of each Portfolio may be changed by the Trustees without shareholder approval.

The principal investment strategies and policies of the Portfolios are substantially similar, and the Portfolios’ fundamental and non-fundamental investment restrictions are identical. Both Portfolios normally invest their assets primarily in equity securities, with a particular focus on companies that MFS believes have above average earnings growth potential compared to other companies (growth companies). Growth companies tend to have stock prices that are high relative to their earnings, dividends, book value, or other financial measures.

While MFS may invest each Portfolio’s assets in companies of any size, MFS generally focuses on companies with large market capitalizations in managing each Portfolio. In addition, the assets of each Portfolio may be invested in foreign securities. With respect to both Portfolios, MFS may also use derivatives for different purposes, including to earn income and enhance returns, to increase or decrease exposure to a particular market, to manage or adjust the risk profile of the Portfolio, or as alternatives to direct investments.

MFS uses a bottom-up investment approach in buying and selling investments for both Portfolios. Investments are selected primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered. Each Portfolio is also a diversified investment company.

In terms of differences, the Massachusetts Investors Growth Stock Portfolio normally invests at least 80% of its net assets in equity securities. Although the Capital Appreciation Portfolio invests “primarily” in equity securities, it does not employ a similar percentage requirement as the Massachusetts Investors Growth Stock Portfolio with respect to investments in equity securities.

In addition to the Portfolios’ principal investment strategies referred to above, the Portfolios may engage in a number of other investment techniques and practices. The investment techniques and practices employed by each Portfolio, together with their risks, are described in each Portfolio’s Prospectus and Statement of Additional Information. For more information regarding each Portfolio’s investment policies and restrictions, see, among other disclosures, “Risk Return Summary” in each Portfolio’s current Prospectus, “Investment Strategies, Risks and Restrictions,” “Appendix H – Investment Strategies and Risks,” and “Appendix I – Investment Restrictions” in each Portfolio’s current Statement of Additional Information.

Because of the similarities in the Portfolios’ investment objectives and investment strategies, there is a significant amount of overlap between the investment securities of each Portfolio. For example, as of June 30, 2009, 100% of the stocks held by the Capital Appreciation Portfolio were also held by the Massachusetts Investors Growth Stock Portfolio. As a result, it is anticipated that there will be minimal, if any, portfolio repositioning in connection with the reorganization.

5. How do the management fees and other expenses of the two Portfolios compare, and what are they estimated to be following the reorganization?

The tables below show the Portfolios’ contractual management fee rates and the Portfolios’ effective management fee rates. The table on page [10] shows annual operating expenses.

Management Fees. As set forth in the table below, the effective management fee rate (for the fiscal year ended December 31, 2008) for both Portfolios was 0.75% of the respective Portfolio’s average daily net assets. Therefore, the effective management fee rate for the Massachusetts Investors Growth Stock Portfolio is equal to that of the Capital Appreciation Portfolio. However, as shown below, there are differences in the breakpoints in the management fee schedules of the Portfolios.

Capital Appreciation Portfolio

Contractual Management Fee Rate:	Effective Management Fee Rate (for fiscal year ended December 31, 2008):
0.75% on first $1.0 billion of average daily net assets; 0.675% in excess of $1.0 billion and up to $1.5 billion of average daily net assets 0.65% of average daily net assets in excess of $1.5 billion	0.75% of average daily net assets

Massachusetts Investors Growth Stock Portfolio

Contractual Management Fee Rate:	Management Fee Reduced To:	Effective Management Fee Rate (for fiscal year ended December 31, 2008):
0.75% of average daily net assets	0.65% of average daily net assets in excess of $1 billion*	0.75% of average daily net assets

* MFS has agreed in writing to reduce its management fee to 0.65% of the Portfolio’s average daily net assets in excess of $1 billion. This agreement cannot be modified or rescinded without shareholder approval and therefore has the same effect as a contractual management fee breakpoint.

If the reorganization is consummated, the combined fund will pay management fees pursuant to the Massachusetts Investors Growth Stock Portfolio’s lower management fee schedule, as set forth in the table above.

Sales Charges and Rule 12b-1 Fees. Neither Portfolio imposes an initial sales charge on the purchase of Initial Class or Service Class shares or a contingent deferred sales charge upon redemption of Initial Class or Service Class shares.

Both Portfolios have adopted distribution plans under Rule 12b-1 of the Investment Company Act of 1940 (the “1940 Act”) for their Service Class shares. The Portfolios’ Service Class shares are subject to a maximum distribution fee of 0.25% annually of the average daily net assets attributable to each Portfolio’s respective Service Class shares. Initial Class shares of each Portfolio have not adopted Rule 12b-1 distribution plans, and do not incur Rule 12b-1 distribution fees.

Other Expenses and Total Annual Portfolio Operating Expenses. As shown in greater detail in the tables below, the Massachusetts Investors Growth Stock Portfolio’s “Other Expenses” and “Total Annual Portfolio Operating Expenses” for each class of shares were the same as the Capital Appreciation Portfolio’s “Other Expenses” and “Total Annual Portfolio Operating Expenses,” respectively, for each Portfolio’s most recent fiscal year ended December 31, 2008. In addition, the Massachusetts Investors Growth Stock Portfolio’s “Net Expenses” after taking into account the expense limitation agreement described below were lower for each class of shares than the “Total Annual Portfolio Operating Expenses” of the corresponding class of shares of the Capital Appreciation Portfolio for the same time period.

With respect to the Pro Forma Combined Portfolio, it is estimated that the “Total Annual Portfolio Operating Expenses” of each class of shares will be 0.03% lower than the “Total Annual Portfolio Operating Expenses” of the corresponding class of shares of the Capital Appreciation Portfolio. The pro forma combined Portfolio’s estimated “Net Expenses” , which take into account the expense limitation agreement described below, are estimated to be 0.04% lower than the “Total Annual Portfolio Operating Expenses” of the corresponding classes of shares of the Capital Appreciation Portfolio based on expenses incurred during the twelve-month period ending December 31, 2008. MFS is not required to extend the expense limitation agreement beyond June 30, 2010.

With respect to Massachusetts Investors Growth Stock Portfolio, MFS has agreed to bear expenses such that the “Total Annual Portfolio Operating Expenses” of Initial Class and Service Class shares of Massachusetts Investors Growth Stock Portfolio, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses, do not exceed 0.82% and 1.07% annually, respectively. This expense limitation agreement is effective through June 30, 2010.

The following tables summarize the fees and expenses that you may pay when investing in the Portfolios, expenses that each Portfolio incurred in the twelve months ended December 31, 2008, and estimates of pro forma expenses of the Massachusetts Investors Growth Stock Portfolio after giving effect to the reorganization (assuming that the reorganization occurred January 1, 2008 (the beginning of the Portfolio’s most recently completed fiscal year)). The annual portfolio operating expenses are based on the expenses that each Portfolio incurred during its most recently completed fiscal year adjusted to reflect annualized expenses and certain current fee arrangements, but have not been adjusted to reflect each Portfolio’s current asset size. In general, a fund’s annual operating expenses as a percentage of the fund’s assets increase as the fund’s assets decrease. In addition, the table below does not reflect any Contract or Separate Account fees and expenses, which are imposed under the Contracts. If such fees and expenses were reflected, the total expenses would be higher.

The tables below are provided to help you understand the expenses of investing in the Portfolios, including estimates of pro forma expenses of the Massachusetts Investors Growth Stock Portfolio after giving effect to the reorganization. The Massachusetts Investors Growth Stock Portfolio’s actual expenses after the reorganization may be greater or less than those shown below.

Annual Portfolio Operating Expenses⁽¹⁾

(Expenses that are deducted from Portfolio assets as a percentage of average daily net assets)

	Management Fees		Distribution (12b-1) Fees(2)		Other Expenses(3)		Total Annual Portfolio Operating Expenses(3)		Expense Reimbursement(3,4)		Net Expenses(3,4)
Capital Appreciation Portfolio
Initial Class	0.75	%	None		0.11	%	0.86	%	None		0.86	%
Service Class	0.75	%	0.25	%	0.11	%	1.11	%	None		1.11	%
Massachusetts Investors Growth Stock Portfolio
Initial Class	0.75	%	None		0.11	%	0.86	%	(0.03	)%	0.83	%
Service Class	0.75	%	0.25	%	0.11	%	1.11	%	(0.03	)%	1.08	%
Massachusetts Investors Growth Stock Portfolio (Pro Forma Combined)(5)
Initial Class	0.75	%	None		0.08	%	0.83	%	(0.01	)%	0.82	%
Service Class	0.75	%	0.25	%	0.08	%	1.08	%	(0.01	)%	1.07	%

⁽¹⁾ Expenses computed for each Portfolio as of December 31, 2008, the end of each Portfolio’s most recent fiscal year.

⁽²⁾ Each Portfolio has a distribution plan for Service Class shares under Rule 12b-1 that permits the Portfolios to pay marketing and other fees to support the sale and distribution of Service Class shares. These fees are referred to as “distribution fees.”

⁽³⁾ Operating Expenses for the Massachusetts Investors Growth Stock Portfolio and the pro forma combined fund include non-operating expenses of 0.01% and less than 0.005% of average net assets, respectively, related to overdraft and commitment charges. Non-operating expenses are non-reimbursable and are excluded from the calculation of expense limitations and/or reimbursements. Each Portfolio has entered into an expense offset arrangement that reduces the Portfolio’s custodian fee based upon the amount of cash maintained by the Portfolio with its custodian. Such fee reduction is not reflected in the table. Had this fee reduction been taken into account, “Total Annual Portfolio Operating Expenses” or “Net Expenses”, as the case may be, would be lower.

⁽⁴⁾ With respect to Capital Appreciation Portfolio, MFS has agreed in writing to bear the Portfolio’s expenses such that “Total Annual Portfolio Operating Expenses” do not exceed 1.25% annually of the Portfolio’s average daily net assets for Initial Class and Service Class shares. This agreement excludes interest, taxes, brokerage commissions, and extraordinary expenses, and will continue until modified by the Portfolio’s shareholders. In addition, MFS has voluntarily agreed to bear the Capital Appreciation Portfolio’s expenses such that “Total Annual Portfolio Operating Expenses” do not exceed 1.00% annually of the Portfolio’s average daily net assets for Initial Class shares. This voluntary expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses, and MFS may terminate this voluntary expense limitation at any time.

With respect to Massachusetts Investors Growth Stock Portfolio, MFS has agreed to bear expenses such that the “Total Annual Portfolio Operating Expenses” of Initial Class and Service Class shares, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs and investment-related expenses, do not exceed 0.82% and 1.07% annually, respectively. This agreement will continue until June 30, 2010.

⁽⁵⁾ Assumes that the reorganization occurred on January 1, 2008 (the beginning of the Portfolio’s most recently completed fiscal year).

The above table is provided to help you understand the expenses of investing in the Portfolios, including pro forma expenses of the Massachusetts Investors Growth Stock Portfolio after giving effect to the reorganization, and your share of the operating expenses that each Portfolio incurs.

It is important to understand that a decline in each Portfolio’s assets during and/or after the fiscal year ended December 31, 2008 due to recent unprecedented market volatility or other factors could cause the Portfolio’s expense ratios for the Portfolio’s current fiscal year to be higher than the expense information presented in the table above. Based on the Capital Appreciation Portfolio’s unaudited Semi-Annual Report to shareholders dated June 30, 2009, the gross annualized expense ratios of Initial and Services Class shares of the Capital Appreciation Portfolio are estimated at 0.89% and 1.14%, respectively. Because the Capital Appreciation Portfolio’s operating expenses for the six-month period ending June 30, 2009 did not exceed the expense limitation arrangement described above, MFS did not pay any portion of the Capital Appreciation Portfolio’s expenses. Based on the Massachusetts Investors Growth Stock Portfolio’s unaudited Semi-Annual Report to shareholders dated June 30, 2009, the gross annualized expense ratios of Initial and Services Class shares of the Massachusetts Investors Growth Stock Portfolio are estimated at 0.90% and 1.15%, respectively, while the net annualized expense ratios for Initial and Service Class shares after taking into account the expense limitation agreement described above are estimated at 0.82% and 1.07%, respectively. MFS is not required to extend the expense limitation agreement currently in place with respect to the Massachusetts Investors Growth Stock Portfolio beyond June 30, 2010.

Examples

The following examples translate the expense percentages shown in the preceding table into dollar amounts. By doing this, you can more easily compare the cost of investing in each Portfolio. However, the examples make certain assumptions. They assume that you invest $10,000 in a Portfolio for the time periods shown, regardless of whether or not you redeem all your shares at the end of these periods. They also assume a 5% return on your investment each year, and that dividends and other distributions are reinvested. They also assume that the Portfolios’ operating expenses remain the same and that the expense reimbursements remain in place only for the period stated. The examples are hypothetical; your actual costs and returns may be higher or lower. These examples do not take into account any Contract or Separate Account fees and expenses, which are imposed under the Contracts. If such fees and expenses were reflected, the total expenses would be higher.

	1 Year		3 Years		5 Years		10 Years
Capital Appreciation Portfolio
Initial Class	$	88	$	274	$	477	$	1,061
Service Class	$	113	$	353	$	612	$	1,352
Massachusetts Investors Growth Stock Portfolio
Initial Class	$	86	$	272	$	475	$	1,059
Service Class	$	111	$	351	$	610	$	1,350
Massachusetts Investors Growth Stock Portfolio (Pro Forma Combined)
Initial Class	$	84	$	264	$	460	$	1,024
Service Class	$	109	$	342	$	595	$	1,316

6. How has the Massachusetts Investors Growth Stock Portfolio performed?

The following information provides some indication of the risks of investing in the Portfolios, by showing changes in the Portfolios’ performance from year to year, and by showing how the Portfolios’ average annual returns for 1, 5, and 10 year periods compare with those of a broad measure of market performance. Of course, the Portfolios’ past performance is not an indication of future performance. To review information regarding the Massachusetts Investors Growth Stock Portfolio in more detail, please refer to the Massachusetts Investors Growth Stock Portfolio Annual Report and the applicable Massachusetts Investors Growth Stock Portfolio Prospectus.

As shown in the tables below, Initial Class shares of the Massachusetts Investors Growth Stock Portfolio outperformed Initial Class shares of the Capital Appreciation Portfolio in seven of the last ten calendar years, and both the Initial Class and Service Class shares of the Massachusetts Investors Growth Stock Portfolio outperformed the corresponding class of the Capital Appreciation Portfolio for the 5-year and 10-year periods ended December 31, 2008. The performance results do not reflect any Separate Account and Contract Fees and expenses, which would reduce the performance results shown below.

Annual Total Return (Total Investment Return at NAV)

Initial Class Shares⁽¹⁾

	Year ended December 31,
	2008		2007		2006		2005		2004*
Capital Appreciation Portfolio	(37.02	)%	11.14	%	6.37	%	0.92	%	11.02	%
Massachusetts Investors Growth Stock Portfolio	(37.22	)%	11.53	%	7.67	%	4.37	%	9.61	%
	Year ended December 31,
	2003		2002		2001		2000		1999
Capital Appreciation Portfolio	28.71	%^	(32.39	)%	(25.33	)%	(11.42	)%	32.64	%
Massachusetts Investors Growth Stock Portfolio	23.39	%	(28.05	)%	(24.91	)%	(6.09	)%	35.80	%

(1) The performance information in the table above reflects reinvestment of dividends and other earnings. The average annual total returns for the Service Class shares of each Portfolio would have been lower than the returns for Initial Class shares, because the Service Class shares have higher total annual expense ratios. The Portfolios’ total returns for the six-month period ended June 30, 2009 were 12.58% for the Capital Appreciation Portfolio and 12.75% for the Massachusetts Investors Growth Stock Portfolio. During the periods shown in the table, the highest quarterly returns for the Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio were 29.82% and 27.11% (each for the calendar quarter ended December 31, 1999), respectively, and the lowest quarterly returns were (23.78)% and (23.72)% (each for the calendar quarter ended December 31, 2008), respectively.

^ The 2003 total return for the Capital Appreciation Portfolio includes proceeds received by the Portfolio from a non-recurring litigation settlement. Excluding the effect of this payment, the Portfolio’s 2003 annual total return would have been 26.63%.

* The 2004 total return for each Portfolio includes proceeds received by the Portfolio as a result of an administrative proceeding regarding disclosure of brokerage allocation practices in connection with Portfolio sales. Excluding the effect of this payment, the Capital Appreciation Portfolio’s 2004 annual total return would have been 10.91% and the Massachusetts Investors Growth Stock Portfolio’s 2004 annual total return would have been 9.48%.

Average Annual Total Returns as of December 31, 2008⁽¹⁾

	1 Year		5 Years^		10 years^
Capital Appreciation Portfolio
Initial Class Shares	(37.02	)%	(3.56	)%	(4.41	)%
Service Class Shares	(37.22	)%	(3.81	)%	(4.59	)%
Benchmark Comparison (Returns Before Taxes) Russell 1000 Growth Index(2)(3)	(38.44	)%	(3.42	)%	(4.27	)%
Massachusetts Investors Growth Stock Portfolio
Initial Class Shares	(37.22	)%	(2.92	)%	(3.06	)%
Service Class Shares	(37.35	)%	(3.13	)%	(3.22	)%
Benchmark Comparison (Returns Before Taxes) Russell 1000 Growth Index(2)(3)	(38.44	)%	(3.42	)%	(4.27	)%

(1) The performance information in the table above reflects reinvestment of dividends and other earnings.

(2) Source: FactSet Research Systems Inc.

(3) The Russell 1000 Growth Index is 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 high price-to-book ratios and higher forecasted growth values.

^ A portion of the returns includes proceeds received by the Portfolio from unrelated non-recurring events.

The Capital Appreciation Portfolio commenced investment operations on June 12, 1985, with the offering of Initial Class shares and subsequently offered Service Class Shares on August 24, 2001.

The Massachusetts Investors Growth Stock Portfolio commenced investment operations on May 6, 1998, with the offering of Initial Class shares and subsequently offered service class shares on August 24, 2001.

Performance for each Portfolio’s Service Class shares includes the performance of the Portfolio’s Initial Class shares for periods prior to their offering (“blended performance”). Blended performance has not been adjusted to take into account differences in class specific operating expenses (such as Rule 12b-1 fees); and, therefore, the use of blended performance generally results in higher performance.

7. What are the differences in portfolio turnover rates of the two Portfolios?

Portfolio turnover is a measure of how frequently a Portfolio trades investment securities. Frequent trading of investment securities increases transaction costs, which could detract from a Portfolio’s performance. The Portfolios had similar portfolio turnover rates during their most recently completed fiscal years, as the Capital Appreciation Portfolio had a portfolio turnover rate of 44%, and the Massachusetts Investors Growth Stock Portfolio had a portfolio turnover rate of 42%.

8. Who manages the Massachusetts Investors Growth Stock Portfolio?

MFS is the investment adviser for each Portfolio. MFS, located at 500 Boylston Street, Boston, Massachusetts, is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust. Net assets under the management of the MFS organization were approximately $[141] billion as of June 30, 2009.

The Massachusetts Investors Growth Stock Portfolio is managed by Mr. Jeffrey C. Constantino. Mr. Constantino, an Investment Officer of MFS, has been a portfolio manager of the Portfolio since 2006, and has been employed in the investment area of MFS since 2000. The Massachusetts Investors Growth Stock Portfolio’s Statement of Additional Information dated May 1, 2009, which Statement of Additional Information has been filed with the SEC and is incorporated into this Prospectus/Proxy Statement by reference, provides additional information about the compensation of Mr. Constantino, about the other accounts managed by Mr. Constantino, and about any ownership by Mr. Constantino of securities held in the Massachusetts Investors Growth Stock Portfolio.

9. How will the reorganization happen?

If the reorganization is approved, your Capital Appreciation Portfolio shares will be effectively exchanged for that number of Massachusetts Investors Growth Stock Portfolio shares equal in total net asset value to the net value of assets of the Capital Appreciation Portfolio transferred to the Massachusetts Investors Growth Stock Portfolio, as of the close of trading on or about December 4, 2009. This exchange will not affect the total dollar value of your investment.

10. Will the reorganization have tax consequences?

The reorganization itself is expected to be a tax-free event for federal income tax purposes. Accordingly, no gain or loss is expected to be recognized by the Separate Accounts that fund the Capital Appreciation Portfolio or by the Capital Appreciation Portfolio as a direct result of the reorganization. Each Company, as a shareholder of the Capital Appreciation Portfolio, will have an aggregate tax basis in the Massachusetts Investors Growth Stock Portfolio shares that each receives in connection with the reorganization that is the same as its aggregate tax basis in its Capital Appreciation Portfolio shares. That said, because the reorganization will cause the Capital Appreciation Portfolio’s tax year to end on a date earlier than the last day of its normal tax year, the reorganization may accelerate distributions from the Capital Appreciation Portfolio to Companies as shareholders of the Portfolios. In particular, the Capital Appreciation Portfolio will recognize net gains or losses on the sales of any securities, net of any available capital loss carry forwards, in the period ending on the closing date, and, on or before that date, the Capital Appreciation Portfolio must declare a dividend paying out any such net gains to the Companies as shareholders of

the Capital Appreciation Portfolio. Also, to the extent that the Capital Appreciation Portfolio holds any securities that are marked to market in connection with the reorganization, it will recognize and be required to pay out any net gain from such securities. The Companies, as shareholders, and Contract Holders, are urged to consult their own tax advisers as to the specific consequences to them of the reorganization, including the applicability and effect of state, local, non-U.S. and other tax laws.

At any time prior to the consummation of the reorganization, the Companies, as shareholders of the Capital Appreciation Portfolio, may redeem shares, which will likely result in the recognition of gain or loss for federal income tax purposes. For more information about the federal income tax consequences of the reorganization, see “Federal Income Tax Consequences” below.

11. How will dividends be affected by the reorganization?

Currently, the Capital Appreciation Portfolio pays substantially all of its net investment income (including any realized net capital gains) to shareholders as dividends at least annually. After the reorganization, you will continue to receive distributions of any net investment income (including any realized net capital gains) annually. Your distributions will continue to be reinvested. Of course, the amount of these distributions will reflect the investment operations of the Massachusetts Investors Growth Stock Portfolio.

12. What Massachusetts Investors Growth Stock Portfolio shares will Shareholders of the Capital Appreciation Portfolio receive if the reorganization occurs?

As noted above, shareholders holding Initial Class shares and Service Class shares of the Capital Appreciation Portfolio will receive Initial Class shares and Service Class shares, respectively, of the Massachusetts Investors Growth Stock Portfolio in accordance with the shareholders’ percentage ownership of Capital Appreciation Portfolio shares. Both Portfolios are Portfolios of the MFS Variable Insurance Trust II, a voluntary association with transferable shares organized under the laws of the Commonwealth of Massachusetts (commonly referred to as a “Massachusetts business trust”), and is governed by the MFS Variable Insurance Trust II’s Amended and Restated Declaration of Trust (the “Declaration of Trust”) and by-laws, as amended and restated. Therefore, because the Massachusetts Investors Growth Stock Portfolio and the Capital Appreciation Portfolio share the same Declaration of Trust and by-laws, Capital Appreciation Portfolio shareholders will retain identical shareholder rights when they become Massachusetts Investors Growth Stock Portfolio shareholders. In addition, Capital Appreciation Portfolio shareholders will continue to have their investments overseen by the same Board of Trustees when they become Massachusetts Investors Growth Stock Portfolio shareholders.

13. Do the procedures for purchasing, redeeming, and exchanging shares of the two Portfolios differ?

No. The procedures for purchasing and redeeming shares of each Portfolio, and for exchanging shares of each Portfolio for shares of other Portfolios of the Trust, are identical. All purchases, redemptions, and exchanges are made through the Separate Accounts.

Both Portfolios currently offer Initial Class shares and Service Class shares. Shares of each Portfolio are sold at prices based on net asset value, depending on the class and number of shares purchased. Reinvestment of distributions by the Portfolios is made at net asset value for each class of shares.

Consult your Contract documents and each Portfolio’s Prospectus for additional purchase, exchange, and redemption information.

14. How will Shareholders be notified of the outcome of the reorganization?

If the proposed reorganization is approved by shareholders, you will receive confirmation after the reorganization is completed. If the reorganization is not approved, the Capital Appreciation Portfolio will continue to be managed as a separate Portfolio in accordance with its current investment objective and policies, and the Trustees may consider other alternatives.

15. Will the number of shares each Shareholder owns change?

Yes, but the total value of the shares of the Massachusetts Investors Growth Stock Portfolio that shareholders receive will equal the total value of the shares of the Capital Appreciation Portfolio that shareholders hold at the time of the reorganization. Even though the net asset value per share of each Portfolio is different, the total value of a shareholder’s holdings in the Portfolios will not change as a result of the reorganization. Likewise, the total value of the Contract Holders’ interest will not change as a result of the reorganization.

RISK FACTORS

What are the principal risk factors associated with an investment in the Massachusetts Investors Growth Stock Portfolio, and how do they compare with those for the Capital Appreciation Portfolio?

Because the Portfolios share identical investment objectives and substantially similar investment policies, the principal risks of an investment in the Massachusetts Investors Growth Stock Portfolio are substantially similar to the principal risks of an investment in the Capital Appreciation Portfolio. For the five-year period ended June 30, 2009, the Capital Appreciation Portfolio and Massachusetts Investors Growth Stock Portfolio had identical betas of 0.95 relative to their benchmark, the Russell 1000 Growth Index. The Capital Appreciation Portfolio’s and the Massachusetts Investors Growth Stock Portfolio’s standard deviations over the same five-year period were 15.33% and 15.36%, respectively. The benchmark’s standard deviation for this period was 15.95%. Beta is a measure of the volatility of a portfolio relative to the overall market. A beta of less than 1.0 indicates lower risk than the market; a beta greater than 1.0 indicates higher risk than the market. It is most reliable as a risk measure when the return fluctuations of the portfolio are highly correlated with the return fluctuations of the index chosen to represent the market. Standard deviation is an indicator of the portfolio’s total return volatility. The larger the portfolio’s standard deviation, the greater the portfolio’s volatility.

Each Portfolio is principally subject to the risks described below:

Stock Market Risk: The price of an equity security fluctuates in response to issuer, market, economic, industry, political, regulatory, geopolitical and other conditions. Prices can decrease significantly in response to these conditions, and these conditions can affect a single issuer, issuers within a broad market sector, industry or geographic region, or the market in general. Different parts of the market and different types of securities can react differently to these conditions. For example, the stocks of growth companies can react differently from the stocks of value companies, and the stocks of large cap companies can react differently from the stocks of small cap companies. Certain unanticipated events, such as natural disasters, terrorist attacks, war, and other geopolitical events, can have a dramatic adverse effect on stock markets.

Company Risk: Changes in the financial condition of a company or other issuer, changes in specific market, economic, political, regulatory, geopolitical and other conditions that affect a particular type of investment or issuer, and changes in general market, economic, political, regulatory, geopolitical and other conditions can adversely affect the price of an investment. The price of securities of smaller, less well-known companies can be more volatile than the price of securities of larger companies or the market in general.

Growth Company Risk: The stocks of growth companies can be more sensitive to the company’s earnings and more volatile than the market in general.

Foreign Risk: Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical or other conditions. Political, social, and economic instability, the imposition of currency or capital controls, or the expropriation or nationalization of assets in a particular country can cause dramatic declines in that country’s economy. Less stringent regulatory, accounting, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries and can be particularly difficult against foreign governments. Changes in currency exchange rates can affect the U.S. dollar value of foreign currency investments and investments denominated in foreign currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those in emerging markets, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, political, regulatory, geopolitical or other conditions than the U.S. market.

Derivatives Risk: Derivatives can be used to take both long and short positions (i.e., the value of a derivative can be positively or negatively related to the value of the underlying indicator(s) on which the derivative is based). Derivatives can be highly volatile and involve risks in addition to the risks of the underlying indicator(s). Because derivatives can involve leverage, gains or losses from derivatives can be substantially greater than the derivatives’ original cost, and can sometimes be unlimited. Derivatives can be complex instruments and can involve analysis and processing that differs from that required for other investment types used by the fund. If the value of a derivative does not correlate well with the particular market or other asset class the derivative is intended to provide exposure to, the derivative may not have the effect anticipated. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives can be less liquid than other types of investments.

Leveraging Risk: Certain transactions and investment strategies can result in leverage. Leverage involves investment exposure in an amount exceeding the initial investment. In transactions involving leverage, a relatively small change in an underlying indicator can lead to significantly larger losses to the fund. Leverage can cause increased volatility by magnifying gains or losses.

Investment Selection Risk: The MFS analysis of an investment can be incorrect and its selection of investments can lead to an investment focus that results in the fund underperforming other funds with similar investment strategies and/or underperforming the markets in which the fund invests.

Counterparty and Third Party Risk: Transactions involving a counterparty other than the issuer of the instrument, or a third party responsible for servicing the instrument, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability to perform in accordance with the terms of the transaction.

Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market or in limited volume, or may not have an active trading market. In addition, at times all or a large portion of segments of the market may not have an active trading market. As a result, it may not be possible to sell a particular investment or type of investment at any particular time or at an acceptable price.

Frequent Trading Risk: Frequent trading increases transaction costs, which may reduce the fund’s return.

Defensive Investing Risk: When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as intended.

In addition to the Portfolios’ principal investment strategies described above, each Portfolio may also buy and sell other types of investments. The risks associated with the principal investment techniques and practices used by the Portfolios are summarized above. The non-principal investment techniques in which the Portfolios may engage, together with these techniques’ risks, are described in the Portfolios’ Statement of Additional Information.

As with any mutual fund, you could lose money on your investment in a Portfolio.

An investment in a Portfolio is not a bank deposit, and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

GENERAL

This Prospectus/Proxy Statement is furnished in connection with the proposed reorganization of the Capital Appreciation Portfolio into the Massachusetts Investors Growth Stock Portfolio and the solicitation of proxies by and on behalf of the Trustees of the Capital Appreciation Portfolio for use at the Meeting. The Meeting is to be held on November [23], 2009, at 10:00 a.m. at 500 Boylston Street, 24th floor, Boston, Massachusetts 02116. The Notice of the Meeting, the combined Prospectus/Proxy Statement, and the enclosed proxy or voting instruction card are being provided to shareholders and mailed to Contract Holders on or about October [23], 2009.

As of October [12], 2009, (the “Record Date”) the Capital Appreciation Portfolio had outstanding [-----] and [-----] of its Initial Class and Service Class shares of beneficial interest, respectively. Only shareholders or Contract Owners with voting interests as of the close of business on October [12], 2009 will be entitled to vote or give voting instructions at the Meeting. Each shareholder of record is entitled to one vote for each dollar of net asset value of shares held by that shareholder on that date (i.e., number of shares times net asset value per share), with fractional dollar amounts voting proportionately.

The Trustees know of no matters other than those set forth herein to be brought before the Meeting. If, however, any other matters properly come before the Meeting, it is the Trustees’ intention that proxies will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.

PROPOSAL REGARDING APPROVAL OF THE PLAN OF REORGANIZATION AND THE RELATED

REORGANIZATION TRANSACTION

The shareholders of the Capital Appreciation Portfolio are being asked to approve a reorganization between the Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio pursuant to a Plan of Reorganization by the Trust on behalf of both Portfolios (the “Plan”), a copy of the form of which is attached to this Prospectus/Proxy Statement as Appendix A.

The reorganization is structured as a transfer of the assets and liabilities of the Capital Appreciation Portfolio to the Massachusetts Investors Growth Stock Portfolio in exchange for that number of full and fractional Initial Class and Service Class shares of the Massachusetts Investors Growth Stock Portfolio (the “Reorganization Shares”), equal in total net asset value to the net value of assets transferred to the Massachusetts Investors Growth Stock Portfolio, all as more fully described below under “Information about the Reorganization.”

After receipt of the Reorganization Shares, the Capital Appreciation Portfolio will distribute the Initial Class Reorganization Shares to its Initial Class shareholders and the Service Class Reorganization Shares to its Service Class shareholders, with distributions made in proportion to the shareholders’ existing shareholdings. This distribution will be made in complete liquidation of the Capital Appreciation Portfolio, and the legal existence of the Capital Appreciation Portfolio as a separate Portfolio of the Trust will be terminated as soon as reasonably practicable thereafter. Each shareholder of the Capital Appreciation Portfolio will receive the number of full and fractional Initial Class and/or Service Class Reorganization Shares equal in value at the date of the exchange to the aggregate value of the shareholder’s Capital Appreciation Portfolio shares of the same class or classes.

On or prior to the date of the transfer (the “Exchange Date”), the Capital Appreciation Portfolio will declare and pay a distribution to shareholders which, together with all previous distributions, will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid) and net realized gains, if any, through the Exchange Date.

The Trustees of the Capital Appreciation Portfolio have voted unanimously to approve the proposed transaction and to recommend that shareholders also approve the transaction. The transactions contemplated by the Plan will be consummated only if the Plan is approved by the affirmative vote of the holders of the lesser of (a) 67% or more of the voting power of the securities present at the Meeting, or represented by proxy if the holders of more than 50% of the outstanding voting power of the securities are present or represented by proxy, or (b) more than 50% of the voting power of the outstanding voting securities of the Capital Appreciation Portfolio. Shareholders of record are entitled to one vote for each dollar of net asset value of their shares (i.e., number of shares owned times net asset value per share), with fractional amounts voting proportionately. Because the Companies are the sole shareholders of the Capital Appreciation Portfolio, their presence at the Meeting in person or by proxy will meet the quorum requirement for the Portfolio. The reorganization does not require the approval of the shareholders of the Massachusetts Investors Growth Stock Portfolio.

In the event that this proposal is not approved by the Capital Appreciation Portfolio shareholders, the Capital Appreciation Portfolio will continue to be managed as a separate Portfolio in accordance with its current investment objectives and policies, and the Trustees may consider such alternatives as may be in the best interests of the Capital Appreciation Portfolio and its shareholders.

BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION

MFS proposed the reorganization of the Capital Appreciation Portfolio to the Board in September, 2009. MFS advised the Board that the reorganization offers Capital Appreciation Portfolio shareholders the opportunity to participate in a larger combined fund with the same investment objective, substantially similar investment policies and strategies, a generally better historical performance record, and the potential for lower expenses as the result of fixed expenses being spread over the combined fund’s larger asset base. MFS advised the Board that Massachusetts Investors Growth Stock Portfolio shareholders may benefit from the reorganization as a result of the increase in size of the combined fund and the resulting potential for lower expense ratios over time.

The Portfolios’ Boards of Trustees, including all Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”) of the Portfolios, have determined that the reorganization would be in the best interests of each Portfolio and that the interests of existing shareholders of each Portfolio would not be diluted as a result of effecting the reorganization. The Trustees have unanimously approved the proposed reorganization and have recommended its approval by shareholders of the Capital Appreciation Portfolio. The Massachusetts Investors Growth Stock Portfolio and the Capital Appreciation Portfolio have separate Boards of Trustees comprised of the same individuals.

The Board of Trustees, including the Independent Trustees, of the Capital Appreciation Portfolio believes that the proposed reorganization will be advantageous to the Capital Appreciation Portfolio’s shareholders for a number of reasons and considered the following matters, among others, in unanimously approving the proposal:

1. The similarities and differences, as described above, in the Portfolios’ investment objectives, strategies and restrictions;

2. Although past performance is not an indication of future results, the Massachusetts Investors Growth Stock Portfolio generally has a better overall historical performance record than does the Capital Appreciation Portfolio;

3. The relative risks of investing in either Portfolio, as described above;

4. The Portfolios are permitted to invest in the same types of investments;

5. The reduction of overlap of Portfolios within the MFS family could reduce or eliminate investment and operational inefficiencies, and will create a larger combined fund with the potential for greater prospects for asset growth over time;

6. The net expense ratios for both share classes of the Massachusetts Investors Growth Stock Portfolio are 0.03% lower than the total expense ratios for the corresponding share classes of the Capital Appreciation Portfolio based on expenses incurred for the twelve-month period ended December 31, 2008, and the pro forma combined fund’s total expense ratios and net expense ratios are expected to be 0.03% and 0.04% lower, respectively, than the corresponding share class of the Capital Appreciation Portfolio after the reorganization based on expenses incurred for the twelve-month period ended December 31, 2008;

7. The two share classes of the Capital Appreciation Portfolio have a structure that is substantially similar to the two share classes of the Massachusetts Investors Growth Stock Portfolio, including identical shareholder fees and applicable Rule 12b-1 fees;

8. The contractual and effective management fees paid to MFS by Massachusetts Investors Growth Stock Portfolio are equal to or lower than the contractual and effective management fees paid to MFS by the Capital Appreciation Portfolio at all asset levels after taking into account MFS’ agreement to reduce Massachusetts Investors Growth Stock Portfolio’s management fee to 0.65% on average daily net assets in excess of $1 billion, which can only be modified or rescinded with shareholder approval;

9. The categories of investors who participate in the Capital Appreciation Portfolio will all still be allowed to invest in the Massachusetts Investors Growth Stock Portfolio;

10. The types of investments allowed in the Capital Appreciation Portfolio will all still be allowed in the Massachusetts Investors Growth Stock Portfolio;

11. The transaction is expected to qualify as a tax-free reorganization for federal income tax purposes, pursuant to which no gain or loss will be recognized by the Capital Appreciation Portfolio or the Companies for federal income tax purposes as a direct result of the transaction;

12. The combined Portfolio will be managed by the same investment adviser and the same portfolio manager who currently manages both the Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio;

13. The compatibility of the Portfolios’ shareholder service features;

14. The expected liabilities of each Portfolio;

15. The estimated costs that will be borne directly or indirectly by each Portfolio in connection with the reorganization;

16. The estimated costs that will be borne by MFS in connection with the reorganization as a result of the expense limitation agreement currently in place pursuant to which MFS has agreed to bear a portion of the Massachusetts Investors Growth Stock Portfolio’s operating expenses;

17. The combined Portfolio’s ability to use the Capital Appreciation Portfolio’s pre-reorganization capital loss and carry forwards, if any, to offset future realized capital gains may be subject to certain limitations under federal income tax laws;

18. The potential alternatives to the reorganization, including mergers with other MFS Portfolios; and

19. The reorganization will not result in dilution of the interests of shareholders of either Portfolio.

The Board of Trustees considered that the reorganization presents an opportunity for the Massachusetts Investors Growth Stock Portfolio to acquire significant investment assets without the need to pay brokerage commissions or other transaction costs that are normally associated with the purchase of securities. The Trustees also considered that the expenses that the Massachusetts Investors Growth Stock Portfolio would incur as a result of the reorganization were reasonable in relation to the benefits that the Massachusetts Investors Growth Stock Portfolio would realize as a result of the reorganization. In addition, the Trustees considered that shareholders of each class of the Massachusetts Investors Growth Stock Portfolio could, over time, also benefit from potentially lower expenses as a result of fixed expenses being spread over a larger asset base (see “Synopsis, question 5” for a discussion of expenses). The Trustees also believe that the Massachusetts Investors Growth Stock Fund shareholders could, over time, also benefit from improved diversification as a result of the reorganization.

The Board of Trustees also considered that MFS could benefit from the reorganization. For example, MFS might realize time savings from a consolidated portfolio management effort and from the need to prepare fewer reports and regulatory filings, as well as needing to prepare prospectus disclosure for only one Portfolio instead of two. The Board of Trustees believes that the potential shareholder benefits outweigh the benefits that MFS may receive as a result of the reorganization, and that certain benefits to MFS may result in increased efficiencies for the Portfolios, as the reorganization may allow MFS to better focus its resources on the combined Portfolio.

Based on its review and MFS advice, the Board of Trustees has unanimously approved the proposal.

INFORMATION ABOUT THE REORGANIZATION

Plan of Reorganization. The proposed reorganization will be governed by a Plan of Reorganization (the “Plan”). The Plan provides that the Massachusetts Investors Growth Stock Portfolio will acquire the assets and liabilities of the Capital Appreciation Portfolio in exchange for the Massachusetts Investors Growth Stock

Portfolio’s issuance of Initial Class and Service Class Reorganization Shares equal in value to the value of the transferred assets net of assumed liabilities. The shares will be issued on December [4], 2009 (or such other date as may be agreed upon by the parties) following the time as of which the Portfolios’ shares are valued for determining net asset value for the reorganization at the close of the New York Stock Exchange (generally 4:00 p.m. Eastern time) (the “Exchange Date”). The following discussion of the Plan is qualified in its entirety by the full text of the Plan, a form of which is attached as Appendix A to this Prospectus/Proxy Statement.

The Capital Appreciation Portfolio will sell its assets to the Massachusetts Investors Growth Stock Portfolio, and, in exchange, the Massachusetts Investors Growth Stock Portfolio will assume all liabilities of the Capital Appreciation Portfolio and deliver to the Capital Appreciation Portfolio: (i) a number of full and fractional Initial Class Reorganization Shares having an aggregate net asset value equal to the value of assets of the Capital Appreciation Portfolio attributable to its Initial Class shares, less the value of the liabilities of the Capital Appreciation Portfolio assumed by the Massachusetts Investors Growth Stock Portfolio attributable to such Initial Class shares; and (ii) a number of full and fractional Service Class Reorganization Shares having a net asset value equal to the value of assets of the Capital Appreciation Portfolio attributable to its Service Class shares, less the value of the liabilities of the Capital Appreciation Portfolio assumed by the Massachusetts Investors Growth Stock Portfolio attributable to such Service Class shares.

Immediately following the close of the Exchange Date, the Capital Appreciation Portfolio will distribute pro rata to its shareholders of record as of the close of business on the Exchange Date the full and fractional Reorganization Shares received by the Capital Appreciation Portfolio, with Initial Class Reorganization Shares being distributed to holders of Initial Class shares of the Capital Appreciation Portfolio, and Service Class Reorganization Shares being distributed to holders of Service Class shares of the Capital Appreciation Portfolio. As a result of the proposed transaction, each holder of Initial Class and Service Class shares of the Capital Appreciation Portfolio will receive a number of Initial Class and Service Class Reorganization Shares equal in aggregate value at the Exchange Date to the value of the Initial Class and Service Class shares, respectively, held by the shareholder. This distribution will be accomplished by the establishment of accounts on the share records of the Massachusetts Investors Growth Stock Portfolio in the name of such Capital Appreciation Portfolio shareholders, with each account representing the respective number of full and fractional Initial Class and Service Class Reorganization Shares due such shareholder.

The Trustees have determined that the interests of each Portfolio’s shareholders will not be diluted as a result of the transactions contemplated by the reorganization, and that the proposed reorganization is in the best interests of each Portfolio.

The consummation of the reorganization is subject to the conditions set forth in the Plan. The Plan may be terminated and the reorganization abandoned at any time, before or after approval by the shareholders, prior to the Exchange Date by the Trust, or, if any condition set forth in the Plan has not been fulfilled and has not been waived by the party entitled to its benefits, by such party.

Reorganization Fees and Expenses. The one-time fees and expenses incurred in connection with the consummation of the transactions contemplated by the Plan are estimated to be approximately $94,195 (the “Reorganization Costs”). These fees and expenses include legal and accounting fees, proxy printing, preparation and mailing costs, and proxy solicitation and shareholder meeting costs. Each Portfolio shall bear its own fees and expenses associated with the reorganization, although the Reorganization Costs incurred by the Massachusetts Investors Growth Stock Portfolio will effectively be borne by MFS as a result of the expense limitation agreement currently in place pursuant to which MFS has agreed to bear a portion of the Massachusetts Investors Growth Stock Portfolio’s expenses. Approximately $84,195 of the Reorganization Costs will be allocated to the Capital Appreciation Portfolio and $10,000 will be allocated to the Massachusetts Investors Growth Stock Portfolio. The higher Reorganization Costs for the Capital Appreciation Portfolio are due to proxy printing, preparation and mailing, solicitation, and shareholder meeting costs, which are allocated solely to the Capital Appreciation Portfolio because only the Capital Appreciation Portfolio requires shareholder approval to consummate the reorganization.

Description of the Reorganization Shares. Reorganization Shares will be issued to the Capital Appreciation Portfolio’s shareholders in accordance with the procedure under the Plan as described above. The Reorganization Shares are Initial Class and Service Class shares of the Massachusetts Investors Growth Stock Portfolio. Service

Class shares of the Massachusetts Investors Growth Stock Portfolio are subject to a Rule 12b-1 fee at the annual rate of up to 0.25% annually of the Portfolio’s average daily net assets attributable to Service Class shares. Initial Class shares do not incur Rule 12b-1 fees. Neither Service Class nor Initial Class shares incur sales charges.

Each of the Reorganization Shares will be fully paid and nonassessable when issued, will be transferable without restriction, and will have no preemptive or conversion rights. The Declaration of Trust of the Trust, of which the Massachusetts Investors Growth Stock Portfolio is a series, permits Portfolios to divide their shares, without shareholder approval, into two or more classes of shares having such preferences and special or relative rights and privileges as the Trustees may determine. The Massachusetts Investors Growth Stock Portfolio’s shares are currently divided into two classes – Initial Class shares and Service Class shares.

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Massachusetts Investors Growth Stock Portfolio. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Massachusetts Investors Growth Stock Portfolio, and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Massachusetts Investors Growth Stock Portfolio or its Trustees. The Declaration of Trust provides for indemnification out of Portfolio property for all losses and expenses of any shareholder held personally liable for the obligations of the Massachusetts Investors Growth Stock Portfolio. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Massachusetts Investors Growth Stock Portfolio would be unable to meet its obligations. The likelihood of such circumstances is remote. The shareholders of the Capital Appreciation Portfolio are subject to this same risk of shareholder liability.

Federal Income Tax Consequences. As a condition to each Portfolio’s obligation to consummate the reorganization, each Portfolio will receive an opinion from Sullivan & Worcester LLP (which opinion will be based on certain factual representations and assumptions and subject to certain qualifications) substantially to the effect that, although not free from doubt, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations, rulings, and interpretations thereof, all as in force as of the date of the opinion, for federal income tax purposes, except as noted below:

(a) the reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Capital Appreciation Portfolio and Massachusetts Investors Growth Stock Portfolio will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b) under Section 361 of the Code, no gain or loss will be recognized by the Capital Appreciation Portfolio upon the transfer of its assets to the Massachusetts Investors Growth Stock Portfolio in exchange for Reorganization Shares and the assumption by the Massachusetts Investors Growth Stock Portfolio of the Capital Appreciation Portfolio’s liabilities, or upon the distribution of the Reorganization Shares by the Capital Appreciation Portfolio to the Separate Accounts, as shareholders, in liquidation;

(c) under Section 354 of the Code, no gain or loss will be recognized by the Separate Accounts, as shareholders of the Capital Appreciation Portfolio, on the distribution of Reorganization Shares to them in exchange for their shares of the Capital Appreciation Portfolio;

(d) under Section 358 of the Code, the aggregate tax basis of the Reorganization Shares that the Separate Accounts, as Capital Appreciation Portfolio shareholders, receive in exchange for their Capital Appreciation Portfolio shares will be the same as the aggregate tax basis of the Capital Appreciation Portfolio shares exchanged therefor;

(e) under Section 1223(1) of the Code, the holding period of each Separate Account, as a Capital Appreciation Portfolio shareholder, for the Reorganization Shares received pursuant to the Plan will be determined by including the holding period for the Capital Appreciation Portfolio shares exchanged for the Reorganization Shares, provided that it held the Capital Appreciation Portfolio shares as a capital asset;

(f) under Section 1032 of the Code, no gain or loss will be recognized by the Massachusetts Investors Growth Stock Portfolio upon receipt of the assets transferred to the Massachusetts Investors Growth Stock Portfolio pursuant to the Plan in exchange for the Reorganization Shares and the assumption by the Massachusetts Investors Growth Stock Portfolio of the liabilities of the Capital Appreciation Portfolio;

(g) under Section 362(b) of the Code, the Massachusetts Investors Growth Stock Portfolio’s tax basis in the assets that the Massachusetts Investors Growth Stock Portfolio receives from the Capital Appreciation Portfolio will be the same as the Capital Appreciation Portfolio’s tax basis in such assets immediately prior to such exchange;

(h) under Section 1223(2) of the Code, the Massachusetts Investors Growth Stock Portfolio’s holding periods in such assets will include the Capital Appreciation Portfolio’s holding periods in such assets; and

(i) under Section 381 of the Code, the Massachusetts Investors Growth Stock Portfolio will succeed to the capital loss carryforward of the Capital Appreciation Portfolio, if any, but the use by the Massachusetts Investors Growth Stock Portfolio of any such capital loss carryforward (and of capital loss carryforward of the Massachusetts Investors Growth Stock Portfolio) may be subject to limitation under Section 381, 382, 383, and 384 of the Code and the regulations thereunder.

The opinion will be based on certain factual certifications made by officers of the Trust, on behalf of each of the Portfolios, and will also be based on customary assumptions. Notwithstanding the above, Sullivan & Worcester LLP will express no view with respect to any transferred asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. Each Portfolio has agreed to make and provide additional representations to tax counsel with respect to each Portfolio that are reasonably requested by tax counsel. A Portfolio may not waive in any material respect the receipt of the tax opinions as a condition to the confirmation and to the reorganization.

Prior to the Exchange Date, the Capital Appreciation Portfolio will declare a distribution to the Companies as shareholders, which together with all previous distributions, will have the effect of distribution to the Companies as shareholders of all of the Capital Appreciation Portfolio’s investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the Exchange Date.

This description of the federal income tax consequences of the reorganization is made without regard to the particular facts and circumstances of any Company, as a Capital Appreciation Portfolio shareholder. The Companies, as shareholders, and Contract Holders, are urged to consult their own tax advisers as to the specific consequences to them of the reorganization, including the applicability and effect of state, local, non-U.S. and other tax laws.

Additional Tax Considerations. As of June 30, 2009, the Capital Appreciation Portfolio had total capital loss carry forwards of $705,784,470, which will expire as of the dates set forth in the first column of the chart below. If the proposed reorganization is approved by the shareholders, the stated expiration dates will be accelerated to the dates listed in the second column of the chart below.

Pre-Reorganization Expiration Date	Post-Reorganization Expiration Date	Amount
December 31, 2009	December 4, 2009	$	(282,399,140	)
December 31, 2010	December 31, 2009		(348,269,974	)
December 31, 2011	December 31, 2010		(32,085,262	)
December 31, 2016	December 31, 2015		(43,030,094	)
	Total	$	(705,784,470	)

Capital loss carry forwards are used to reduce the amount of realized capital gains that a Portfolio is required to distribute to its shareholders in order to avoid paying taxes on undistributed capital gain.

If the reorganization occurs, the tax assets and liabilities of the Massachusetts Investors Growth Stock Portfolio and the Capital Appreciation Portfolio, including any capital loss carry forwards that could have been used by each Portfolio to offset its future realized capital gains, will be shared by the surviving combined fund. However, a Portfolio’s ability to carry forward capital losses and to use them to offset future realized capital gains may be limited as a result of the reorganization.

Under applicable tax laws, the ability of the combined fund to use a Portfolio’s pre-reorganization losses to offset future realized capital gains may be subject to an annual limitation. In addition, one Portfolio’s pre-reorganization losses cannot be used to offset the other Portfolio’s “built-in gains” (i.e., net unrealized gains as of the date of the reorganization) exceeding certain thresholds for five tax years. Finally, the Capital Appreciation Portfolio’s capital loss carryforwards, as limited under the previous two rules, are permitted to offset only that portion of the income of the combined portfolio for the taxable year of the reorganization that is equal to the portion of the combined fund’s taxable year that follows the date of the reorganization (prorated according to the number of days). The effect of these limitations will depend on the amount of pre-reorganization losses and “built-in gains” in each Portfolio at the time of the reorganization.

Furthermore, the combined fund will have tax attributes that reflect a blending of the tax attributes of the Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio at the time of the reorganization. For example, if the reorganization had occurred on June 30, 2009, the combined fund would have had net realized losses (i.e., capital loss carryforwards as of the end of the last fiscal year as adjusted by year-to-date realized gains or losses) of approximately 246% of its net assets available to reduce capital gains, whereas absent the reorganization, the Capital Appreciation Portfolio would have net realized losses equal to approximately 286% of its net assets available to reduce capital gains. As a result of the spreading of the losses remaining available over a larger asset base, the percentage of the Capital Appreciation Portfolio’s net assets comprising net realized losses available to offset its capital gains, absent the reorganization, will decrease in comparison to such percentage with respect to the combined fund. In addition, as of June 30, 2009, both Portfolios had net “built-in losses” and therefore, if the reorganization had occurred on that date, the prohibition on the use of pre-reorganization losses to offset built-in gains would not apply.

The application of these rules may accelerate taxable gain distributions to shareholders of the combined fund. The impact of such rules will depend on the relative sizes of, and the loss and gains (both realized and unrealized) in, each Portfolio at the time of the reorganization and thus cannot be calculated precisely prior to the reorganization.

Capitalization. The following table shows the capitalization of the Portfolios as of June 30, 2009, and on a pro forma combined basis, giving effect to the proposed acquisition of assets at net asset value as of that date:

	Capital Appreciation Portfolio		Massachusetts Investors Growth Stock Portfolio		Pro Forma Adjustments			Pro Forma Combined Portfolio
Net assets
Initial Class	$	238,431,728	$	150,227,736	$	(86,610	) (a)	$	388,572,854
Service Class		14,263,856		59,359,915		(7,585	) (a)		73,616,186
Total		252,695,584		209,587,651		(94,195	)		462,189,040
Shares outstanding
Initial Class		14,975,788		18,425,900		29,255,427	(b)		47,681,327
Service Class		901,396		7,324,993		1,760,970	(b)		9,085,963
Total		15,877,184		25,750,893		31,016,397			56,767,290
Net asset value per share
Initial Class	$	15.92	$	8.15				$	8.15
Service Class	$	15.82	$	8.10				$	8.10

(a) Pro Forma Adjustments include the estimated one-time fees and expenses incurred in connection with the consummation of the reorganization described in “Reorganization Fees and Expenses” under “Information About the Reorganization” and will not be borne by the pro forma combined fund on a going forward basis. The Pro Forma Adjustments include Reorganization Costs of $10,000 that will be allocated to the Massachusetts Investors Growth Stock Portfolio which, assuming the reorganization occurred on June 30, 2009, would effectively be borne by MFS as a result of the expense limitation agreement currently in place pursuant to which MFS has agreed to bear a portion of the Massachusetts Investors Growth Stock Portfolio’s expenses.

(b) If the reorganization had taken place on June 30, 2009, the Capital Appreciation Portfolio would have received 29,255,427 and 1,760,970 Initial Class shares and Service Class shares, respectively, of the Massachusetts Investors Growth Stock Portfolio, which would be available for distribution to its shareholders. No assurances can be given as to the number of Reorganization Shares that the Capital Appreciation Portfolio will receive on the Exchange Date. The foregoing is merely an example of what the Capital Appreciation Portfolio would have received and distributed had the reorganization been consummated on June 30, 2009, and should not be relied upon to reflect the amount that will be actually received on or after the Exchange Date.

Unaudited pro forma combined financial statements of the Portfolios as of June 30, 2009 and for the twelve-month period then ended are included in the Statement of Additional Information relating to the proposed reorganization. Because the Plan provides that the Massachusetts Investors Growth Stock Portfolio will be the surviving Portfolio following the reorganization and because the Massachusetts Investors Growth Stock Portfolio’s investment objective and policies will remain unchanged, the pro forma combined financial statements reflect the transfer of the assets and liabilities of the Capital Appreciation Portfolio to the Massachusetts Investors Growth Stock Portfolio as contemplated by the Plan.

The Trustees of the Capital Appreciation Portfolio, including the Independent Trustees, unanimously

recommend approval of the Plan.

VOTING INFORMATION

Required Vote. The transactions contemplated by the Plan will be consummated only if approved by the affirmative vote of a “majority of the outstanding voting securities” of the Capital Appreciation Portfolio entitled to vote. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” means the affirmative vote of the lesser of (a) 67% or more of the voting power of the securities present at the Meeting, or represented by proxy if the holders of more than 50% of the outstanding voting power of the securities are present or represented by proxy, or (b) more than 50% of the power of the outstanding voting securities.

Record Date, Quorum, and Method of Tabulation. Shareholders of record of the Capital Appreciation Portfolio at the close of business on October [12], 2009 (the “record date”) will be entitled to notice of and to vote at the Meeting or any adjournment thereof. The holders of a majority of the voting power of the shares of the Capital Appreciation Portfolio outstanding at the close of business on the record date present in person or represented by proxy will constitute a quorum for the Meeting. Shareholders of record are entitled to one vote for each dollar of net asset value of the shares (i.e., number of shares owned times net asset value per share), with fractional amounts voting proportionately. Because the Companies are the sole stockholders of the Capital Appreciation Portfolio, their presence at the Meeting in person or by proxy will meet the quorum requirement for the Portfolio.

Contract Holders are being asked to give their voting instructions on the proposal discussed in this Prospectus/Proxy Statement. Please follow the directions on your voting instruction card, which accompanies this Prospectus/Proxy Statement. Contract Holders are eligible to provide voting instructions for use at the Meeting if, at the close of business on October [12], 2009, they owned a Contract and some or all of the value of the Contract was allocated for investment in the Capital Appreciation Portfolio. The Companies, which are the record shareholders of the Capital Appreciation Portfolio, will vote the Portfolio’s shares attributable to a Contract Holder’s Contract in accordance with the voting instructions a Contract Holder provides on the voting instruction card if it is properly

executed and returned in a timely manner. If a voting instruction card is signed and dated, but gives no voting instructions, shares will be voted “for” the proposal described in this Prospectus/Proxy Statement. The Companies will vote the shares attributable to Contracts for which they do not receive a voting instruction card and shares the Companies own directly due to their contributions to or accumulations in the Separate Accounts in the same proportion as the shares for which they receive a voting instruction card. Because the Companies will vote the Capital Appreciation Portfolio’s shares attributable to Contracts for which they do not receive voting instructions in the same proportion as the shares for which they do receive voting instructions, a small number of Contract Holders may determine the outcome of the vote.

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Capital Appreciation Portfolio as the vote tabulators for the Meeting. The vote tabulators will count the total number of votes cast “for” approval of the proposal for purposes of determining whether sufficient affirmative votes have been cast. The vote tabulators will count shares represented by proxies that are marked with an abstention as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Thus, abstentions have the effect of a negative vote on the proposal.

Each Company may be deemed to be a control person of each Portfolio by virtue of record ownership of substantially all of the Portfolio’s shares through its Separate Accounts as of the record date. As of the record date, the officers and Trustees, as a group, beneficially owned less than 1% of any class of the outstanding shares of the Capital Appreciation Portfolio. To the best of the knowledge of the Capital Appreciation Portfolio, [no] Contract Holders owned beneficially 5% or more of any of the classes of the Capital Appreciation Portfolio’s outstanding shares as of the record date.

The votes of the shareholders of the Massachusetts Investors Growth Stock Portfolio are not being solicited, because their approval or consent is not necessary for this transaction. As of the record date, the officers and Trustees, as a group, beneficially owned less than 1% of the outstanding shares of the Massachusetts Investors Growth Stock Portfolio. To the best of the knowledge of the Massachusetts Investors Growth Stock Portfolio, [no] Contract Holders owned beneficially 5% or more of the outstanding shares of the Massachusetts Investors Growth Stock Portfolio as of the record date.

Solicitation of Proxies. The solicitation is being made primarily by the mailing of this Prospectus/Proxy Statement and the accompanying proxy card or voting instruction form on or about October [23], 2009. In addition to soliciting proxies and voting instructions by mail, the Trustees and employees of Sun Life Assurance Company of Canada (U.S.) and its affiliates may solicit voting instructions in person or by telephone. In addition, the Capital Appreciation Portfolio may retain at its own expense a company to aid in the solicitation of proxies and voting instructions for a fee of approximately [—] plus reasonable out-of-pocket expenses for proxy solicitation services. The Trust will reimburse the record holders of its shares for their expenses incurred in sending proxy materials to and obtaining or soliciting voting instructions from Contract Holders.

Revocation of Proxies. Proxies and voting instructions may be revoked at any time before the Meeting, by a written revocation received by the Secretary of the Capital Appreciation Portfolio, by properly executing a later-dated proxy or voting instruction card, or by attending the Meeting and voting in person, or, in the case of Contract Holders, by providing voting instructions to the Companies at the Meeting.

Shareholder Proposals. The Capital Appreciation Portfolio does not hold annual shareholder meetings. If the reorganization is not approved, any shareholder who wishes to submit a proposal to be considered by the Portfolios at the next meeting of shareholders should send the proposal to the Capital Appreciation Portfolio, c/o Susan S. Newton, Assistant Secretary, at 500 Boylston Street, 20th Floor, Boston, Massachusetts 02116, so as to be received within a reasonable time before the Board of Trustees makes the solicitation relating to such meeting. The submission by a shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included. Shareholder proposals are subject to certain requirements under the federal securities laws.

Adjournment. If the necessary quorum to transact business or sufficient votes in favor of the proposal are not received by the time scheduled for the Meeting, the persons named as proxies may propose adjournments of the Meeting to permit further solicitation of votes or voting instructions. Any adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the Meeting to be

adjourned. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the proposal. They will vote against any such adjournment those proxies required to be voted against the proposal. They will not vote any proxies that direct them to abstain from voting on the proposal. The Capital Appreciation Portfolio pays the costs of any additional solicitation and of any adjourned session.

MISCELLANEOUS

Independent Registered Public Accounting Firm

The financial statements of the Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio for the fiscal year ended December 31, 2008, have been audited by Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, and have been incorporated by reference into the Statement of Additional Information in reliance on their reports given on their authority as experts in auditing and accounting.

Available Information

The Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio are each subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and, in accordance with these laws, the Portfolios each file reports, proxy material, and other information with the SEC. Such reports, proxy material, and other information can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549 and the public reference facilities at the SEC’s Northeast and Midwest regional offices at 3 World Financial Center, Room 4300, New York, NY 10281 and 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604, respectively. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington D.C. 20549, at prescribed rates, or at the SEC website (http://www.sec.gov).

Other Business

Management of the Capital Appreciation Portfolio knows of no business other than the matters specified above that will be presented at the Meeting. Because matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers discretionary authority with respect to such matters as may properly come before the Meeting, including any adjournment or adjournments thereof, and it is the intention of the persons named as attorneys-in-fact in the proxy to vote this proxy in accordance with their judgment on such matters.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.

Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees.

Please advise the Capital Appreciation Portfolio, in care of MFS Service Center, Inc., whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement you wish to receive in order to supply copies to the beneficial owners of the shares.

October [23], 2009

CAPITAL APPRECIATION PORTFOLIO, a series of

MFS VARIABLE INSURANCE TRUST II

500 Boylston Street

Boston, MA 02116

Appendix A

FORM OF PLAN OF REORGANIZATION

THIS PLAN OF REORGANIZATION (the “Plan”) is made this        day of September, 2009, by MFS Variable Insurance Trust II, a Massachusetts business trust with its principal place of business at 500 Boylston Street, Boston, Massachusetts 02116 (the “Trust”), on behalf of MFS Capital Appreciation Portfolio (the “Acquired Fund”) and MFS Massachusetts Investors Growth Stock Portfolio (the “Surviving Fund”), each a segregated portfolio of assets (“fund”) thereof. Each of the Acquired Fund and the Surviving Fund are also referred to herein as a “Fund” and, together, as the “Fund.”

This Plan is intended to be and is adopted as a plan of reorganization within the meaning of the regulations under Section 368(a) (the “Regulations”) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The reorganization will consist of (1) the transfer of the Assets (as defined herein) of the Acquired Fund to the Surviving Fund in exchange solely for the assumption by the Surviving Fund of the Liabilities (as defined herein) of the Acquired Fund and the issuance to the Acquired Fund of shares of beneficial interest, no par value (“shares”), in the Surviving Fund (the “Reorganization Shares”), (2) the distribution of the Reorganization Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund as provided herein and (3) the termination of the Acquired Fund, all upon the terms and conditions hereinafter set forth in this Plan (collectively, the “Reorganization”).

All representations, warranties, covenants and obligations of the Surviving Fund and the Acquired Fund contained herein shall be deemed to be representations, warranties, covenants and obligations of the Trust, acting on behalf of the Acquired Fund and the Surviving Fund, respectively, and all rights and benefits created hereunder in favor of the Surviving Fund and the Acquired Fund shall inure to, and shall be enforceable by, the Trust, acting on behalf of the Acquired Fund and the Surviving Fund, respectively.

The Acquired Fund’s shares all are held by certain separate accounts established by Sun Life Assurance Company Canada (U.S.) and its affiliates (collectively, the “Insurance Companies”) to fund variable annuity and life insurance contracts and certain other types of insurance contracts (collectively, the “Separate Accounts”), and the Surviving Fund’s shares also all are held by separate accounts established by the Insurance Companies to serve the same purpose. Under applicable law, the assets of all such accounts (i.e., the Fund’s shares) are the property of the Insurance Companies (which are the owners of record of all those shares) and are held for the benefit of the holders of such contracts.

The Acquired Fund’s shares are divided into two classes, designated Initial Class and Service Class shares (the “Initial Class Acquired Fund Shares” and the “Service Class Acquired Fund Shares,” respectively, and together, the “Acquired Fund Shares”). The Surviving Fund’s shares also are divided into two classes (the “Surviving Fund Shares”), designated Initial Class and Service Class shares (the “Initial Class Reorganization Shares” and the “Service Class Reorganization Shares,” respectively, and, together, the “Reorganization Shares”). Each class of Acquired Fund Shares is substantially similar to the corresponding class of Reorganization Shares, i.e., the Acquired Fund’s Initial Class and Service Class shares correspond to the Surviving Fund’s Initial Class and Service Class shares, respectively.

In consideration of the premises of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. The Reorganization

1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof) prepared in accordance with generally accepted accounting principles consistently applied, certified by the Acquired Fund’s Treasurer or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.6 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund as set forth in the Statement of Assets and Liabilities (collectively, the “Liabilities”) and

(b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), for the pro rata benefit of their respective Separate Account holders determined as of the Valuation Time, of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”).

1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Plan. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing in the ordinary course of business.

1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders, for the pro rata benefit of their respective Separate Account holders, in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the Acquired Fund Shareholders and representing the respective pro rata number of full and fractional (rounded to the third decimal place) Initial Class and Service Class Reorganization Shares due such shareholders, by class (i.e., the account for each Acquired Fund Shareholder of Initial Class and Service Class Acquired Fund Shares shall be credited with the respective pro rata number of Initial Class and Service Class (as applicable) Reorganization Shares due that shareholder). The Surviving Fund will not issue share certificates representing the Reorganization Shares in connection with such distribution, except in connection with pledges and assignments and in certain other limited circumstances.

1.4 The Acquired Fund shall use reasonable efforts to ensure that Acquired Fund Shareholders holding certificates representing their ownership of Acquired Fund Shares surrender such certificates or deliver an affidavit with respect to lost certificates, in such form and accompanied by such surety bonds as the Acquired Fund may require (collectively, an “Affidavit”), to the Acquired Fund prior to the Closing Date. Any Acquired Fund Share certificate that remains outstanding on the Closing Date shall be deemed to be cancelled, shall no longer show evidence of ownership of Acquired Fund Shares and shall not evidence ownership of any Reorganization Shares. Unless and until any such certificate shall be so surrendered or an Affidavit relating thereto shall be delivered, any dividends and other distributions payable by the Surviving Fund subsequent to the Closing Date with respect to the Reorganization Shares allocable to a holder of such certificate(s) shall be paid to such holder, but such holder may not redeem or transfer such Reorganization Shares.

1.5 Any transfer taxes payable upon issuance of the Reorganization Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Reorganization Shares are to be issued and transferred.

1.6 The legal existence of the Acquired Fund shall be terminated promptly following the Liquidation Date.

2. Valuation

2.1 The net asset value of each class of the Reorganization Shares and the net value of the Assets shall in each case be determined as of the close of business (4:00 p.m. Eastern Time) on the Closing Date (the “Valuation Time”). The net asset value of each class of the Reorganization Shares shall be computed by State Street Bank and Trust Company (the “Custodian”), as custodian and pricing agent for the Surviving Fund, using the valuation procedures set forth in the Trust’s Amended and Restated Declaration of Trust (“the Declaration of Trust”) or Master Amended and Restated By-Laws (the “By-Laws”) and the Surviving Fund’s then-current prospectus and statement of additional information (collectively, the “Surviving Fund Valuation Procedures”), to not less than two decimal places. The net value of the Assets shall be computed

by the Custodian, as custodian and pricing agent for the Acquired Fund, by calculating the value of the Assets and subtracting therefrom the amount of the Liabilities, using the valuation procedures set forth in the Declaration of Trust or By-Laws and the Acquired Fund’s then-current prospectus and statement of additional information (collectively, the “Acquired Fund Valuation Procedures”). The determinations of the Custodian shall be conclusive and binding on all parties in interest; provided, however, that, in computing each Fund’s net asset value in accordance with this paragraph 2.1, any fair value determination required to be made by the Surviving Fund Valuation Procedures or Acquired Fund Valuation Procedures with respect to a portfolio security or other asset of either Fund shall be made in accordance with the applicable Fund’s Valuation Procedures, and any such fair value determinations shall be conclusive and binding on the Custodian and all parties in interest.

2.2 The number of each class of Reorganization Shares (including fractional shares, if any, rounded to the third decimal place) the Surviving Fund shall issue pursuant to paragraph 1.1(b) hereof shall be as follows: (a) the number of Initial Class Reorganization Shares shall be determined by dividing the net value of the Assets (computed as set forth in paragraph 2.1 hereof) (the “Acquired Fund Value”) attributable to the Initial Class Acquired Fund Shares by the net asset value of an Initial Class Reorganization Share (computed as set forth in such paragraph), and (b) the number of Service Class Reorganization Shares shall be determined by dividing the Acquired Fund Value attributable to the Service Class Acquired Fund Shares by the net asset value of a Service Class Reorganization Share (as so computed).

2.3 Except for certain fair value determinations as described in paragraph 2.1 hereof, all computations of value shall be made by the Custodian in its capacity as pricing agent for the Surviving Fund and the Acquired Fund, as applicable, and in accordance with its regular practice in pricing the shares and assets of the Surviving Fund and the Acquired Fund, as applicable, using the relevant Fund’s Valuation Procedures.

3. Closing and Closing Date

3.1 The Closing Date shall be December 4, 2009 or such other date on or before December 31, 2009 as the parties may agree. The Closing shall be held at 5:00 p.m., Eastern Time, at the offices of the Trust, 500 Boylston Street, Boston, Massachusetts 02116, or at such other time and/or place as the parties may agree.

3.2 Portfolio securities shall be transferred by the Acquired Fund to the Custodian for the account of the Surviving Fund on the Closing Date, duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the US Treasury Department’s book-entry system or by the Depository Trust Company or other third-party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5, or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “1940 Act”) and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency, certified or official bank check or federal fund wire, payable to the order of “State Street Bank and Trust Company, Custodian for the MFS Massachusetts Investors Growth Stock Portfolio” or in the name of any successor organization.

3.3 If on the Closing Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that accurate appraisal of the net value of the Assets or the net asset value of each class of the Reorganization Shares is impracticable, the Closing Date shall be postponed until the next business day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored on or before December 31, 2009, this Plan may be terminated by either Fund upon the giving of written notice to the other.

3.4 The Acquired Fund shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers and backup withholding and nonresident alien withholding status of the Acquired Fund Shareholders and the number of outstanding Acquired Fund Shares owned by each such shareholder, all as of the close of business on the Closing Date (the “Shareholder List”). The Surviving Fund shall issue and deliver to the Acquired Fund a confirmation evidencing the Reorganization Shares credited on the

Liquidation Date, or provide evidence satisfactory to the Acquired Fund that such Reorganization Shares have been credited to the Acquired Fund’s account on the books of the Surviving Fund. At the Closing each party shall deliver to the other such bills of sale, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request.

4. Representations and Warranties

4.1 The Acquired Fund represents and warrants to the Surviving Fund, as follows:

(a) The Trust is a business trust that is duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts and has the power to own all of its properties and assets and, subject to approval by the shareholders of the Acquired Fund, to carry out its obligations under this Plan. Neither the Trust nor the Acquired Fund is required to qualify to do business in any other jurisdiction. This Plan has been duly authorized by the Trust, subject to the approval of the shareholders of the Acquired Fund. The Trust has all necessary federal, state and local authorizations to own all of the properties and assets of the Trust and to carry on its business as now being conducted;

(b) The Trust is a duly registered investment company classified as a management company of the open-end type, and its registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect; and the Acquired Fund is a separate series of the Trust duly constituted in accordance with the applicable provisions of the Declaration of Trust and By-Laws and the laws of The Commonwealth of Massachusetts;

(c) The Trust is not, and the execution, delivery and performance of this Plan by the Trust will not result, in violation of any provision of the Declaration of Trust or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust or the Acquired Fund is a party or by which the Trust or the Acquired Fund is bound;

(d) The Acquired Fund has no material contracts or other commitments (other than this Plan and agreements for the purchase and sale of securities entered into in the ordinary course of business and consistent with the Acquired Fund’s obligations under this Plan) that will not be terminated at or prior to the Closing Date and no such termination will result in liability to the Trust or the Acquired Fund (or the Surviving Fund);

(e) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Surviving Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or, to the knowledge of the Trust or the Acquired Fund, threatened against the Trust or the Acquired Fund or any of its properties or assets. Neither the Trust nor the Acquired Fund know of facts that might form the basis for the institution of such proceedings, and neither the Trust nor the Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects their business or their ability to consummate the transactions herein contemplated;

(f) The statement of assets and liabilities, including the portfolio of investments, of the Acquired Fund as of December 31, 2008, and the related statement of operations for the fiscal year then ended, and the statement of changes in net assets for the fiscal years ended December 31, 2008 and December 31, 2007 (copies of which have been furnished to the Surviving Fund) have been audited by Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, and present fairly in all material respects the financial position of the Acquired Fund as of December 31, 2008 and the results of its operations and changes in net assets for the respective stated periods in accordance with accounting principles generally accepted in the United States of America consistently applied, and there are no known actual or contingent liabilities of the Acquired Fund as of the respective dates thereof not disclosed therein;

(g) The unaudited statement of assets and liabilities, including the portfolio of investments, of the Acquired Fund as of June 30, 2009, and the related statement of operations for the fiscal semi-annual period then ended, and the statement of changes in net assets for the fiscal semi-

annual period ended June 30, 2009 (copies of which have been furnished to the Surviving Fund) present fairly in all material respects the financial position of the Acquired Fund as of June 30, 2009 and the results of its operations and changes in net assets for the semi-annual period in accordance with accounting principles generally accepted in the United States of America, consistently applied, and there are no known actual or contingent liabilities of the Acquired Fund as of the date thereof not described therein;

(h) Since December 31, 2008, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Trust, on behalf of the Surviving Fund. For the purposes of this subparagraph (h), a decline in net asset value per Acquired Fund Share resulting from losses upon the disposition of investments or from changes in the value of investments held by the Acquired Fund, or a distribution or a payment of dividends shall not constitute a material adverse change;

(i) As of the Closing Date, the Acquired Fund will have, within the times and in the manner prescribed by law, properly filed all required federal and other tax returns and reports which, to the knowledge of the Trust’s officers, are required to have been filed by the Acquired Fund by such date and all such returns and reports were complete and accurate in all material respects. The Acquired Fund has timely paid or will timely pay, in the manner prescribed by law, all federal and other taxes shown to be due on said returns or on any assessments received by the Acquired Fund. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted, and no question with respect thereto has been raised or is under audit, by the Internal Revenue Service or by any state, local or other tax authority for taxes in excess of those already paid;

(j) For each taxable year of its operations and since its inception, for federal income tax purposes, the Acquired Fund has satisfied, and for the current taxable year it will satisfy, the requirements of Subchapter M of the Code for qualification and treatment as a “regulated investment company,” and the provisions of sections 851 through 855 of the Code have applied and will continue to apply to the Acquired Fund for each taxable year since its inception and for the remainder of its current taxable year beginning January 1, 2009 and ending on the Closing Date;

(k) The authorized capital of the Trust consists of an unlimited number of shares, currently divided into twenty-seven funds and, with respect to the Acquired Fund, into two classes at the date hereof. All issued and outstanding Acquired Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable by the Trust (except as described in the Acquired Fund’s current prospectus and statement of additional information). All of the issued and outstanding Acquired Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the Shareholder List. The Trust does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquired Fund Shares, nor is there outstanding any security convertible into any Acquired Fund Shares;

(l) Except as previously disclosed to the Trust, at the Closing Date the Acquired Fund will have good and marketable title to the Assets and full right, power and authority to sell, assign, transfer, convey and deliver the Assets hereunder, and upon delivery and payment for the Assets, the Surviving Fund will acquire good and marketable title thereto subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the Securities Act of 1933, as amended (the “1933 Act”);

(m) The execution, delivery and performance of this Plan have been duly authorized by all necessary action on the part of the Trust, on behalf of the Acquired Fund (with the exception of the approval of this Plan by the Acquired Fund’s shareholders holding at least a majority of the outstanding voting securities (as defined by the 1940 Act) of the Acquired Fund), and this Plan constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to the approval of such shareholders and, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(n) The information to be furnished by the Acquired Fund for use in applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete and shall comply fully with federal securities and other laws and regulations thereunder applicable thereto;

(o) The proxy statement of the Acquired Fund (the “Proxy Statement”) to be included in the Registration Statement (as defined in paragraph 5.7 hereof) (other than written information furnished by the Surviving Fund for inclusion therein, as covered by the Trust’s representation and warranty in paragraph 4.2(o) hereof), on the effective date of the Registration Statement, on the date of the Meeting (as defined in paragraph 5.2 hereof) and on the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading;

(p) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust, on behalf of the Acquired Fund, of the transactions contemplated by this Plan, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act and the rules and regulations thereunder (collectively, the “Acts”), and such as may be required under state securities laws;

(q) All of the issued and outstanding Acquired Fund Shares have been offered for sale and sold in conformity with all applicable federal and state securities laws, except as may have been previously disclosed in writing to the Surviving Fund;

(r) The then current prospectus and statement of additional information of the Acquired Fund, as supplemented and updated from time to time, will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder on the date of the Proxy Statement, on the date of the Meeting and on the Closing Date and will not on any of such dates include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(s) The Acquired Fund incurred the Liabilities in the ordinary course of its business.

4.2 The Surviving Fund represents and warrants to the Acquired Fund as follows:

(a) The Trust is a business trust that is duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts and has the power to own all of its properties and assets and to carry out its obligations under this Plan. Neither the Trust nor the Surviving Fund is required to qualify to do business in any other jurisdiction. This Plan has been duly authorized by the Trust on behalf of the Surviving Fund. The Trust has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as now being conducted;

(b) The Trust is a duly registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and the Surviving Fund is a separate fund of the Trust duly constituted in accordance with the applicable provisions of the Declaration of Trust and By-Laws and the laws of The Commonwealth of Massachusetts;

(c) The current prospectus and statement of additional information of the Surviving Fund, each dated May 1, 2009, as supplemented and updated from time to time (collectively, the “Surviving Fund Prospectus”), and the Registration Statement (other than written information furnished by the Acquired Fund for inclusion therein as covered by the Acquired Fund’s representation and warranty in paragraph

4.1(n) hereof) will conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder on the date of the Proxy Statement, on the date of the Meeting and on the Closing Date and will not on any of such dates include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(d) At the Closing Date, the Surviving Fund will have good and marketable title to its assets;

(e) The Trust is not, and the execution, delivery and performance of this Plan will not result, in violation of the Declaration of Trust or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust or the Surviving Fund is a party or by which the Trust or the Surviving Fund is bound;

(f) Except as otherwise disclosed in writing to and accepted by the Trust, on behalf of the Acquired Fund, no material litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or, to the knowledge of the Trust or the Surviving Fund, threatened against the Trust or the Surviving Fund or any of its properties or assets. Neither the Trust nor the Surviving Fund know of facts that might form the basis for the institution of such proceedings, and neither the Trust nor the Surviving Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects their business or their ability to consummate the transaction herein contemplated;

(g) The statement of assets and liabilities, including the portfolio of investments, of the Surviving Fund as of December 31, 2008, and the related statement of operations for the fiscal year then ended, and the statement of changes in net assets for the fiscal years ended December 31, 2008 and December 31, 2007 (copies of which have been furnished to the Acquired Fund) have been audited by Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, and present fairly in all material respects the financial position of the Surviving Fund as of December 31, 2008 and the results of its operations and changes in net assets for the respective stated periods in accordance with accounting principles generally accepted in the United States of America consistently applied, and there are no known actual or contingent liabilities of the Surviving Fund as of the respective dates thereof not disclosed therein;

(h) The unaudited statement of assets and liabilities, including the portfolio of investments, of the Surviving Fund as of June 30, 2009, and the related statement of operations and statement of changes in net assets for the semi-annual period then ended, (copies of which have been furnished to the Acquired Fund) present fairly in all material respects the financial position of the Surviving Fund as of June 30, 2009, and the results of its operations and changes in net assets for the stated period in accordance with accounting principles generally accepted in the United States of America consistently applied and there are no known actual or contingent liabilities of the Surviving Fund as of the date thereof not disclosed therein;

(i) Since December 31, 2008, there has not been any material adverse change in the Surviving Fund’s financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Surviving Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this subparagraph (i), a decline in net asset value per Surviving Fund Share resulting from losses upon the disposition of investments or from changes in the value of investments held by the Surviving Fund, or a distribution or a payment of dividends, shall not constitute a material adverse change;

(j) As of the Closing Date, the Surviving Fund, will have, within the times and in the manner prescribed by law, properly filed all federal and other tax returns and reports which, to the knowledge of the officers of the Trust, are required to be filed by the Surviving Fund, and all such returns and reports were complete and accurate in all material respects. The Surviving Fund, has timely paid or will timely pay, in the manner prescribed by law, all federal and other taxes shown to be due on said

returns or on any assessments received by the Surviving Fund. All tax liabilities of the Surviving Fund have been adequately provided for on its books, and no tax deficiency or liability of the Surviving Fund has been asserted, and no question with respect thereto has been raised or is under audit, by the Internal Revenue Service or by any state, local or other tax authority for taxes in excess of those already paid;

(k) For each taxable year of its operations since its inception, for federal income tax purposes, the Surviving Fund has satisfied, and for the current taxable year it will satisfy, the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company, and the provisions of sections 851 through 855 of the Code have applied and will continue to apply to the Surviving Fund for each taxable year since its inception and for the remainder of its current taxable year beginning January 1, 2009 and ending on the Closing Date;

(l) The authorized capital of the Trust consists of an unlimited number of shares, currently divided into twenty-seven funds and, with respect to the Surviving Fund, into two classes at the date hereof. All issued and outstanding Surviving Fund Shares are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and nonassessable by the Surviving Fund (except as described in the Surviving Fund’s current prospectus and statement of additional information). The Surviving Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Surviving Fund Shares, nor is there outstanding any security convertible into any such shares;

(m) The execution, delivery and performance of this Plan have been duly authorized by all necessary action on the part of the Trust, on behalf of the Surviving Fund, and this Plan constitutes a valid and binding obligation of the Surviving Fund enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(n) The Reorganization Shares to be issued and delivered to the Acquired Fund pursuant to the terms of this Plan will be duly authorized at the Closing Date and, when so issued and delivered, will be duly and validly issued Surviving Fund Shares and will be fully paid and nonassessable by the Surviving Fund (except as described in the Surviving Fund’s current prospectus and statement of additional information);

(o) The information to be furnished by the Surviving Fund for use in applications for orders, registration statements, proxy materials and other documents that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete and shall comply fully with federal securities and other laws and regulations applicable thereto;

(p) The Trust, on behalf of the Surviving Fund, agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such state securities laws or other securities laws as it may deem appropriate in order to continue its operations and the operations of the Surviving Fund after the Closing Date;

(q) All of the Surviving Fund’s issued and outstanding Surviving Fund Shares have been offered for sale and sold in conformity with all applicable federal and state securities laws, except as may have been previously disclosed in writing to the Acquired Fund;

(r) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Surviving Fund, of the transactions contemplated by this Plan, except such as have been obtained under the Acts and such as may be required under state securities laws; and

(s) No consideration other than Reorganization Shares (and the Surviving Fund’s assumption of the Liabilities) will be issued in exchange for the Assets in the Reorganization.

5. Covenants

5.1 Each Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions.

5.2 The Trust will call a meeting of shareholders of the Acquired Fund (the “Meeting”) to consider and act upon this Plan and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3 The Trust covenants that the Reorganization Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof other than in accordance with the terms of this Plan.

5.4 The Trust will provide such information as the Surviving Fund reasonably requests concerning the ownership of Acquired Fund Shares, including the information specified in paragraph 3.4 hereof.

5.5 Subject to the provisions of this Plan, the Trust, on behalf of each of the Acquired Fund and the Surviving Fund, will take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Plan.

5.6 The Trust, on behalf of the Acquired Fund, will furnish to the Surviving Fund on the Closing Date the Statement of Assets and Liabilities. As promptly as practicable, but in any case within 60 days after the Closing Date, the Trust, on behalf of the Acquired Fund, or its designee will furnish to the Surviving Fund, in such form as is reasonably satisfactory to the Surviving Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes, and of any capital loss carry forwards and other items that the Surviving Fund will succeed to and take into account as a result of Section 381 of the Code.

5.7 The Trust, on behalf of the Surviving Fund, will prepare and file with the Commission a Registration Statement on Form N-14 (the “Registration Statement”) in compliance with the 1933 Act and the 1940 Act, in connection with the issuance of the Reorganization Shares as contemplated herein.

5.8 The Trust, on behalf of the Surviving Fund, will prepare a Proxy Statement, to be included in the Registration Statement in compliance with the Acts, in connection with the Meeting to consider approval of this Plan.

5.9 The Trust agrees to provide the Surviving Fund with information applicable to the Acquired Fund required under the Acts for inclusion in the Registration Statement and the Proxy Statement.

6. Conditions Precedent to Obligations of the Trust on behalf of the Acquired Fund

The obligations of the Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be, at its election, subject to the performance by the Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

6.1 All representations and warranties of the Trust, on behalf of the Surviving Fund, contained in this Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Plan, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;

6.2 The Trust, on behalf of the Surviving Fund, shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President, Vice President, Secretary or Assistant Secretary and Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Surviving Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Trust and the Surviving Fund shall have complied with all covenants and agreements and satisfied all conditions on their parts to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquired Fund shall reasonably request; and

6.3 The Acquired Fund shall have received on the Closing Date a favorable opinion from Susan S. Newton, Associate General Counsel and Senior Vice President of Massachusetts Financial Services Company (“MFS”), the Surviving Fund’s investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquired Fund, to the effect that:

(a) the Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as currently conducted, as described in the Registration Statement. The Surviving Fund is a separate fund of the Trust duly constituted in accordance with the Declaration of Trust and By-Laws;

(b) this Plan has been duly authorized, executed and delivered by the Surviving Fund and, assuming that the Surviving Fund prospectus contained in the Registration Statement, the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by the Trust on behalf of the Acquired Fund, is a valid and binding obligation of the Trust and the Surviving Fund enforceable against the Trust and the Surviving Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(c) assuming that consideration therefor of not less than the net asset value thereof has been paid, the Reorganization Shares to be issued and delivered to the Acquired Fund on behalf of the Acquired Fund Shareholders as provided by this Plan are duly authorized and upon such issuance and delivery will be validly issued and outstanding and fully paid and nonassessable by the Surviving Fund (except as described in the Surviving Fund’s current prospectus and statement of additional information), and no shareholder of the Surviving Fund has any preemptive right to subscription or purchase in respect thereof pursuant to any federal or Massachusetts law or the Declaration of Trust or By-Laws;

(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Declaration of Trust or By-Laws, or any material provision of any agreement (known to such counsel) to which the Trust or the Surviving Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which the Trust or the Surviving Fund is a party or by which it is bound;

(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust or the Surviving Fund of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;

(f) the descriptions in the Registration Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to the Trust or the Surviving Fund, are accurate in all material respects;

(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to the Trust or the Surviving Fund existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Registration Statement that are not described as required;

(h) to the knowledge of such counsel, the Trust is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and

(i) except as may have been previously disclosed by the Trust, on behalf of the Surviving Fund, in writing to the Acquired Fund, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body currently is pending or

threatened as to the Trust or the Surviving Fund or any of their properties or assets, and neither the Trust nor the Surviving Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby.

Such opinion shall also state that while such counsel has not independently verified, and is not passing upon and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, she generally reviewed and discussed certain of such statements with certain officers of the Surviving Fund and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement, the date of the Meeting or the Closing Date and only insofar as such statements relate to the Surviving Fund, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to the Trust or the Acquired Fund, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquired Fund, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquired Fund may reasonably request.

7. Conditions Precedent to Obligations of the Trust on behalf of the Surviving Fund

The obligations of the Trust, on behalf of the Surviving Fund, to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust, on behalf of the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

7.1 All representations and warranties of the Trust, on behalf of the Acquired Fund, contained in this Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Plan, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;

7.2 The Trust, on behalf of the Acquired Fund, shall have delivered to the Surviving Fund the Statement of Assets and Liabilities, together with a list of the Acquired Fund’s portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Trust;

7.3 The Trust, on behalf of the Acquired Fund, shall have delivered to the Surviving Fund on the Closing Date a certificate executed in its name by its President, Vice President, Secretary or Assistant Secretary and Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquired Fund, made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Fund shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Surviving Fund shall reasonably request;

7.4 The Surviving Fund shall have received on the Closing Date a favorable opinion from Susan S. Newton, Associate General Counsel and Senior Vice President of MFS, the Acquired Fund’s investment adviser, dated as of the Closing Date, in a form satisfactory to the Surviving Fund to the effect that:

(a) The Trust is a business trust duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as currently conducted, as described in the Registration Statement. The Acquired Fund is a separate fund of the Trust duly constituted in accordance with the Declaration of Trust and By-Laws;

(b) this Plan has been duly authorized, executed and delivered by the Trust and, assuming that the Surviving Fund prospectus contained in the Registration Statement, the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by the Trust, on behalf of the Surviving Fund, is a valid and binding obligation of the Trust and the Acquired Fund enforceable against the Trust and the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(c) the Trust, on behalf of the Acquired Fund, has power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Fund will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Surviving Fund;

(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Declaration of Trust or By-Laws, or any material provision of any agreement (known to such counsel) to which the Trust or the Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which the Trust or the Acquired Fund is a party or by which it is bound;

(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Trust of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;

(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to the Trust and the Acquired Fund, are accurate in all material respects;

(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to the Trust or the Acquired Fund existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;

(h) assuming that consideration therefor of not less than the net asset value and the par value thereof has been paid, and assuming that such shares were issued in accordance with the terms of the Acquired Fund’s registration statement or any amendment thereto in effect at the time of such issuance, all issued and outstanding shares of the Acquired Fund are validly issued and outstanding and fully paid and nonassessable (except as described in the Acquired Fund’s current prospectus and statement of additional information);

(i) to the knowledge of such counsel, the Trust is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and

(j) except as may have been previously disclosed by the Trust on behalf of the Acquired Fund, in writing to the Surviving Fund, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Trust or the Acquired Fund or any of the Acquired Fund’s properties or assets, and the Trust is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby.

Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration

Statement or on the date of the Meeting and only insofar as such statements relate to the Trust or the Acquired Fund, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to the Trust or the Surviving Fund, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Surviving Fund, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Surviving Fund may reasonably request.

7.5 The assets of the Acquired Fund to be acquired by the Surviving Fund will include no assets which the Surviving Fund, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in the Surviving Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.

8. Further Conditions Precedent to Obligations of the Trust on behalf of the Surviving Fund and the Acquired Fund

The obligations of the Trust, on behalf of the Acquired Fund, hereunder are, at the option of the Surviving Fund, and the obligations of the Trust, on behalf of the Surviving Fund, hereunder are, at the option of the Acquired Fund, each subject to the further conditions that on or before the Closing Date:

8.1 This Plan and the transactions contemplated herein shall have been approved by the requisite vote of the holders of outstanding Acquired Fund Shares in accordance with the provisions of the Declaration of Trust and By-Laws and the 1940 Act and the rules thereunder, and certified copies of the resolutions evidencing such approval shall have been delivered to the Surviving Fund;

8.2 On the Closing Date no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Plan or the transactions contemplated herein;

8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, including “no-action” positions of such federal or state authorities) deemed necessary by the Surviving Fund or the Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of either Fund, provided that either the Surviving Fund or the Acquired Fund may waive any such conditions for itself, respectively;

8.4 The Registration Statement shall have become effective under the 1933 Act and, as of the Closing Date, no stop orders suspending the effectiveness thereof shall have been issued, and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act;

8.5 The Acquired Fund shall have declared to Acquired Fund shareholders of record on or prior to the Closing Date a dividend or dividends which together with all previous such dividends shall have the effect of distributing to the Acquired Fund shareholders (a) all of the excess of (i) the Acquired Fund’s investment income excludable from gross income under section 103(a) of the Code over (ii) the Acquired Fund’s deductions disallowed under sections 265 and 171(a)(2) of the Code, (b) all of the Acquired Fund’s investment company taxable income as defined in section 852 of the Code, (computed in each case without regard to any deduction for dividends paid), and (c) all of the Acquired Fund’s net realized capital gain (after reduction for any capital loss carry forward) in each case for both the taxable year ending on December 31, 2008 and the short taxable year beginning on January 1, 2009 and ending on the Closing Date. Such dividends will be made to ensure continued qualification of the Acquired Fund as a “regulated investment company” for tax purposes and to eliminate fund-level tax;

8.6 The Trust, on behalf of both the Acquired Fund and the Surviving Fund, shall have received an opinion of Sullivan & Worcester LLP (“Tax Counsel”), reasonably satisfactory to them, as to the federal income tax consequences mentioned below (the “Tax Opinion”). In rendering the Tax Opinion, Tax Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Plan, which Tax Counsel may treat as representations and warranties made to it, and in separate letters addressed to Tax Counsel and certificates delivered pursuant to this Plan. The Tax Opinion shall be substantially to the effect that, although not free from doubt, based on the existing provisions of the Code, Treasury regulations, current administrative rules, and court decisions, on the basis of the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Plan, for federal income tax purposes:

(a) the Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Surviving Fund and the Acquired Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b) no gain or loss will be recognized by the Surviving Fund upon the receipt of the Assets of the Acquired Fund in exchange for Reorganization Shares and the assumption by the Surviving Fund of the Liabilities of the Acquired Fund;

(c) the basis in the hands of the Surviving Fund of the Assets of the Acquired Fund transferred to the Surviving Fund in the Transaction will be the same as the basis of such Assets in the hands of the Acquired Fund immediately prior to the transfer;

(d) the holding periods of the Assets of the Acquired Fund in the hands of the Surviving Fund will include the periods during which such Assets were held by the Acquired Fund;

(e) no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund’s Assets to the Surviving Fund in exchange for the Reorganization Shares and the assumption by the Surviving Fund of the Liabilities of the Acquired Fund, or upon the distribution of the Reorganization Shares by the Acquired Fund to its separate account shareholders in liquidation pursuant to this Plan;

(f) no gain or loss will be recognized by the Separate Accounts as Acquired Fund Shareholders upon the exchange of their Acquired Fund shares for Reorganization Shares;

(g) the aggregate basis of the Reorganization Shares that a Separate Account, as an Acquired Fund Shareholder, receives in connection with the Reorganization will be the same as the aggregate basis of its Acquired Fund shares exchanged therefor;

(h) the holding period of each Separate Account as an Acquired Fund Shareholder for its Reorganization Shares will be determined by including the period for which it held the Acquired Fund shares exchanged therefor, provided that it held such Acquired Fund shares as capital assets; and

(i) the Surviving Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder.

Notwithstanding the above, the Tax Opinion will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles either at the end of a taxable year or upon the termination thereof or the transfer of such asset without reference to whether such a termination or transfer would otherwise be a taxable transaction. The Trust agrees to make and provide additional representations to Tax Counsel with respect to the Surviving Fund and the Acquired Fund, respectively, that are reasonably necessary to enable Tax Counsel to deliver the Tax Opinion. Notwithstanding anything herein to the contrary, the Trust may not waive in any material respect the condition set forth in this paragraph 8.6.

8.7 The Board of Trustees of each Fund shall have determined, with respect to each Fund, that the Reorganization is in the best interests of the Fund and is not dilutive of the interests of the Fund’s existing shareholders and, based on such determinations, shall have approved this Plan and the transactions contemplated thereby.

9. Brokerage Fees and Expenses; Contingent Deferred Sales Charges; Certain Tax Matters; Certain Records

9.1 The Surviving Fund and the Acquired Fund each represents and warrants to the other that there are no brokers or finders entitled to receive any payments from either party to this Plan in connection with the transactions provided for herein.

9.2 Each Fund will be liable for its own expenses incurred in connection with entering into and carrying out the provisions of this Plan, whether or not the Reorganization is consummated.

9.3 Reorganization Shares issued in connection with the Reorganization will not be subject to any initial sales charge; however, if any Acquired Fund Shares are at the Closing Date subject to a contingent deferred sales charge (a “CDSC”), the Surviving Fund CDSC schedule and the methodology of aging such shares as set forth in the Surviving Fund Prospectus will apply to the Reorganization Shares issued in respect of such Acquired Fund Shares, and the Reorganization Shares received by Acquired Fund Shareholders pursuant to paragraph 1.4 hereof will, for purposes of calculating the CDSC, if applicable, be treated as if purchased on the original date of purchase of such Acquired Fund Shares.

9.4 The Trust agrees that it or its designee shall, on behalf of the Acquired Fund, file or furnish all federal, state and other tax returns, forms and reports, including information returns and payee statements, if applicable, of the Acquired Fund required by law to be filed or furnished by such dates as required by law to be filed or furnished, and shall provide such other federal and state tax information to shareholders of the Acquired Fund as has been customarily provided by the Acquired Fund, all with respect to the fiscal period commencing January 1, 2009 and ending on the Closing Date.

9.5 The Trust, on behalf of the Acquired Fund, agrees that it or its designee shall deliver to the Surviving Fund on the Closing Date or as soon thereafter as possible: (a) Acquired Fund shareholder statements and tax forms (i.e., Forms 1099) for the taxable years ended December 31, 2007 and December 31, 2008, and the short taxable year commencing on January 1, 2009 and ending on the Closing Date (all on microfilm or microfiche, if available); (b) detailed records indicating the status of all certificates representing ownership of the Acquired Fund Shares issued since inception of the Acquired Fund (e.g., indicating whether the certificates are outstanding or cancelled); and, if applicable, (c) for each Acquired Fund Shareholder, a record indicating the dollar amount of such shareholder’s Acquired Fund Share holdings as of such date representing that portion of such holdings subject to a CDSC as of such date and that portion of such holdings not subject to a CDSC as of such date, together with such other information with respect thereto as the Surviving Fund may reasonably request.

10. Entire Agreement

The Surviving Fund and the Acquired Fund agree that neither party has made any representation, warranty or covenant not set forth herein or referred to in Article 4 hereof or required in connection with paragraph 8.6 hereof and that this Plan constitutes the entire agreement between the parties.

11. Termination

11.1 This Plan may be terminated by the mutual agreement of the Surviving Fund and the Acquired Fund. In addition, either party may at its option terminate this Plan unilaterally at or prior to the Closing Date because of:

(a) a material breach by the other of any representation, warranty or agreement contained herein to be performed at or prior to the Closing Date; or

(b) a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and that reasonably appears will not or cannot be met.

11.2 In the event of any such termination, there shall be no liability for damages on the part of the Trust, the Surviving Fund, or the Acquired Fund, or their respective trustees or officers, to the other party or its trustees or officers, but each shall bear the expenses incurred by it incidental to the preparation and carrying out of this Plan.

12. Amendments

This Plan may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquired Fund and the Surviving Fund; provided, however, that following the Meeting, no such amendment may have the effect of changing the provisions for determining the number of Reorganization Shares to be issued to the Acquired Fund Shareholders under this Plan to their detriment without their further approval; and provided further that nothing contained in this Article 12 shall be construed to prohibit the parties from amending this Plan to change the Closing Date.

13. Notices

Any notice, report, statement or demand required or permitted by any provisions of this Plan shall be in writing and shall be personally delivered or given by prepaid telegraph, telecopy or certified mail addressed to the Trust, on behalf of the MFS Massachusetts Investors Growth Stock Portfolio or the MFS Capital Appreciation Portfolio (as applicable), 500 Boylston Street, Boston, Massachusetts 02116, Attention: Assistant Secretary.

14. Miscellaneous

14.1 The article and paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan.

14.2 This Plan shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts; provided that, in the case of any conflict between such laws and the federal securities laws, the latter shall govern.

14.3 This Plan shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Plan.

14.4 A copy of the Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The Acquired Fund acknowledges that the obligations of or arising out of this instrument are not binding upon any of the Surviving Fund’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Surviving Fund in accordance with its proportionate interest hereunder. The Acquired Fund further acknowledges that the assets and liabilities of each fund of the Trust are separate and distinct and that the obligations of or arising out of this instrument are binding solely upon the assets or property of the Surviving Fund.

14.5 A copy of the Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. The Surviving Fund acknowledges that the obligations of or arising out of this instrument are not binding upon any of Acquired Fund’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Acquired Fund in accordance with its proportionate interest hereunder. The Surviving Fund further acknowledges that the assets and liabilities of each fund of the Trust are separate and distinct and that the obligations arising out of this instrument are binding solely upon the assets or property of the Acquired Fund.

14.6 Notwithstanding Article 12 of this Plan, but subject to the first proviso contained therein, either party to this Plan, with the consent of its President, Vice President, Secretary or Assistant Secretary, may waive any condition (other than that contained in paragraph 8.6 hereof) or covenant to which the other party is subject or may modify such condition or covenant in a manner deemed appropriate by any such officer.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer thereof.

MFS VARIABLE INSURANCE TRUST II, on its behalf and on behalf of MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO, one of its series
By:
	Susan S. Newton
	Assistant Secretary
MFS VARIABLE INSURANCE TRUST II, on its behalf and on behalf of MFS CAPITAL APPRECIATION PORTFOLIO, one of its series
By:
	Maria F. Dwyer
	President

FORM N-14

PART B

STATEMENT OF ADDITIONAL INFORMATION

Relating to the Acquisition of the Assets and Liabilities of

MFS CAPITAL APPRECIATION PORTFOLIO,

by an exchange for shares of

MFS MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO,

each a series of MFS Variable Insurance Trust II

October [    ], 2009

This Statement of Additional Information (the “Statement”) contains material that may be of interest to investors but that is not included in the Prospectus/Proxy Statement (the “Prospectus”) of the MFS Massachusetts Investors Growth Stock Portfolio (the “Massachusetts Investors Growth Stock Portfolio”) dated October [    ], 2009 relating to the sale of all or substantially all of the assets of the MFS Capital Appreciation Portfolio (the “Capital Appreciation Portfolio”) to the Massachusetts Investors Growth Stock Portfolio.

This Statement is not a Prospectus and is authorized for distribution only when it accompanies or follows delivery of the Prospectus. This Statement should be read in conjunction with the Prospectus. Investors may obtain a free copy of the Prospectus or either or both of the Statements of Additional Information by writing MFS Service Center, Inc., 100 Hancock Street, North Quincy, MA 02171 or by calling 1-800-225-2606.

TABLE OF CONTENTS

Additional Information about the Massachusetts Investors Growth Stock Portfolio	B-1
Additional Information about the Capital Appreciation Portfolio	B-2
Independent Registered Public Accounting Firm and Financial Statements	B-2
Unaudited Pro Forma Financial Statements	B-2

ADDITIONAL INFORMATION ABOUT THE MASSACHUSETTS INVESTORS GROWTH STOCK PORTFOLIO

The Massachusetts Investors Growth Stock Portfolio’s Statement of Additional Information dated May 1, 2009, as amended, has been filed with the Securities and Exchange Commission and is incorporated herein in its entirety by reference.

B-1

ADDITIONAL INFORMATION ABOUT THE CAPITAL APPRECIATION PORTFOLIO

The Capital Appreciation Portfolio’s Statement of Additional Information dated May 1, 2009, as amended, has been filed with the Securities and Exchange Commission and is incorporated herein in its entirety by reference.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS

Deloitte & Touche LLP is the Independent Registered Public Accounting Firm for each of the Massachusetts Investors Growth Stock Portfolio and the Capital Appreciation Portfolio, providing audit services, tax return review, and other related services and assistance in connection with various Securities and Exchange Commission filings.

The following documents are incorporated by reference into this Statement: (i) the Massachusetts Investors Growth Stock Portfolio’s Annual Report for the fiscal year ended December 31, 2008; (ii) the Massachusetts Investors Growth Stock Portfolio’s Semi-Annual Report for the six-month period ended June 30, 2009; (iii) the Capital Appreciation Portfolio’s Annual Report for the fiscal year ended December 31, 2008; and (iv) the Capital Appreciation Portfolio’s Semi-Annual Report for the six-month period ended June 30, 2009. The audited annual financial statements for the Massachusetts Investors Growth Stock Portfolio and the Capital Appreciation Portfolio are incorporated by reference into the Prospectus and this Statement of Additional Information and have been so included and incorporated in reliance upon the reports of Deloitte & Touche LLP given on their authority as experts in auditing and accounting.

Annual or semi-annual reports may be obtained by contacting MFS Service Center, Inc., (addresses noted above) and may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C. or on the EDGAR database on the SEC’s Internet site (http://www.sec.gov). Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s email address (publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100 F Street, N.E., Washington D.C. 20549-0102.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The accompanying unaudited pro forma combined statements of investment portfolios and assets and liabilities assume that the exchange described in the next paragraph occurred on June 30, 2009 and the unaudited pro forma combined statement of operations for the twelve months ended June 30, 2009 presents the results of operations of Massachusetts Investors Growth Stock Portfolio as if the combination with Capital Appreciation Portfolio had been consummated on the first day of the twelve-month period ended June 30, 2009. The pro forma results of operations are not necessarily indicative of future operations or the actual results that would have occurred had the combination been consummated on the first day of the twelve-month period ended June 30, 2009. The historical statements have been derived from the Massachusetts Investors Growth Stock Portfolio’s and the Capital Appreciation Portfolio’s books and records utilized in calculating daily net asset value on June 30, 2009 and for the twelve month period then ended.

B-2

The pro forma statements give effect to the proposed transfer of all of the assets of the Capital Appreciation Portfolio to the Massachusetts Investors Growth Stock Portfolio in exchange for the assumption by the Massachusetts Investors Growth Stock Portfolio of the stated liabilities of the Capital Appreciation Portfolio and for a number of the Massachusetts Investors Growth Stock Portfolio’s shares equal in value to the net assets of the Capital Appreciation Portfolio transferred to the Massachusetts Investors Growth Stock Portfolio. Under generally accepted accounting principles, the historical cost of investment securities will be carried forward to the surviving entity and the results of operations of the Massachusetts Investors Growth Stock Portfolio for pre-combination periods will not be restated.

The unaudited pro forma combined financial statements should be read in conjunction with the separate financial statements of the Massachusetts Investors Growth Stock Portfolio and the Capital Appreciation Portfolio incorporated by reference in this Statement of Additional Information.

Pro Forma Financial Statements

B-3

Portfolio of Investments and Pro Forma Combined Portfolio of Investments (Unaudited)

June 30, 2009

	MFS Capital			MFS Massachusetts					Pro Forma
Issuer	Appreciation Portfolio			Investors Growth Stock Portfolio			Pro Forma Adjustments		Combined Fund
	Shares/Par	Value ($)		Shares/Par	Value ($)				Shares/Par	Value ($)
Common Stock (98.7%, 98.8%, and 98.8%, respectively)
Aerospace
Precision Castparts Corp.	15,100	$	1,102,753	12,450	$	909,224			27,550	$	2,011,977
United Technologies Corp.	140,670		7,309,213	116,560		6,056,452			257,230		13,365,665
		$	8,411,966		$	6,965,676	$	—		$	15,377,642
Alcoholic Beverages
Diageo PLC	161,190	$	2,311,128	133,220	$	1,910,097	$	—	294,410	$	4,221,225
Apparel Manufacturers
LVMH Moet Hennessy Louis Vuitton S.A.	44,780	$	3,417,386	36,810	$	2,809,155			81,590	$	6,226,541
NIKE, Inc., “B”	91,270		4,725,961	75,770		3,923,371			167,040		8,649,332
		$	8,143,347		$	6,732,526	$	—		$	14,875,873
Biotechnology
Genzyme Corp. (n)	103,190	$	5,744,587	85,580	$	4,764,239	$	—	188,770	$	10,508,826
Broadcasting
Grupo Televisa S.A., ADR	77,040	$	1,309,680	64,220	$	1,091,740			141,260	$	2,401,420
Omnicom Group, Inc.	171,010		5,400,496	141,870		4,480,255			312,880		9,880,751
		$	6,710,176		$	5,571,995	$	—		$	12,282,171
Brokerage & Asset Managers
Charles Schwab Corp.	141,970	$	2,490,154	118,200	$	2,073,228			260,170	$	4,563,382
CME Group, Inc.	5,720		1,779,549	4,710		1,465,328			10,430		3,244,877
		$	4,269,703		$	3,538,556	$	—		$	7,808,259
Business Services
Accenture Ltd., “A”	298,480	$	9,987,141	248,010	$	8,298,415			546,490	$	18,285,556
Amdocs Ltd. (n)	110,700		2,374,515	91,980		1,972,971			202,680		4,347,486
Automatic Data Processing, Inc.	41,990		1,488,126	34,970		1,239,337			76,960		2,727,463
Dun & Bradstreet Corp.	51,590		4,189,624	42,820		3,477,412			94,410		7,667,036
Fidelity National Information Services, Inc.	68,070		1,358,677	56,160		1,120,954			124,230		2,479,631
MasterCard, Inc., “A”	42,920		7,180,945	35,550		5,947,871			78,470		13,128,816
Visa, Inc., “A”	17,090		1,064,023	14,160		881,602			31,250		1,945,625
Western Union Co.	264,990		4,345,836	219,840		3,605,376			484,830		7,951,212
		$	31,988,887		$	26,543,938	$	—		$	58,532,825
Cable TV
DIRECTV Group, Inc. (n)	68,210	$	1,685,469	56,290	$	1,390,926	$	—	124,500	$	3,076,395
Chemicals
3M Co.	68,870	$	4,139,087	56,980	$	3,424,498	$	—	125,850	$	7,563,585
Computer Software
Oracle Corp.	446,800	$	9,570,456	371,490	$	7,957,316			818,290	$	17,527,772
VeriSign, Inc. (n)	48,860		902,933	40,300		744,744			89,160		1,647,677
		$	10,473,389		$	8,702,060	$	—		$	19,175,449
Computer Software - Systems
Apple, Inc. (n)	27,310	$	3,889,763	22,750	$	3,240,283			50,060	$	7,130,046
EMC Corp. (n)	150,960		1,977,576	125,820		1,648,242			276,780		3,625,818
Hewlett-Packard Co.	92,130		3,560,825	76,340		2,950,541			168,470		6,511,366
International Business Machines Corp.	34,870		3,641,125	28,980		3,026,092			63,850		6,667,217
		$	13,069,289		$	10,865,158	$	—		$	23,934,447
Consumer Products
Colgate-Palmolive Co.	80,010	$	5,659,907	66,210	$	4,683,695			146,220	$	10,343,602
Procter & Gamble Co.	117,320		5,995,052	97,451		4,979,746			214,771		10,974,798
		$	11,654,959		$	9,663,441	$	—		$	21,318,400
Electrical Equipment
Danaher Corp.	104,710	$	6,464,795	87,090	$	5,376,937			191,800	$	11,841,732
Rockwell Automation, Inc.	156,020		5,011,362	129,440		4,157,613			285,460		9,168,975
W.W. Grainger, Inc.	29,420		2,408,910	24,410		1,998,691			53,830		4,407,601
		$	13,885,067		$	11,533,241	$	—		$	25,418,308
Electronics
KLA-Tencor Corp.	34,860	$	880,215	28,830	$	727,958			63,690	$	1,608,173
National Semiconductor Corp.	229,150		2,875,833	190,090		2,385,630			419,240		5,261,463
Samsung Electronics Co. Ltd., GDR	8,847		2,063,563	7,339		1,711,822			16,186		3,775,385
Taiwan Semiconductor Manufacturing Co. Ltd., ADR	263,224		2,476,938	217,471		2,046,402			480,695		4,523,340
		$	8,296,549		$	6,871,812	$	—		$	15,168,361
Energy - Integrated
Chevron Corp.	60,880	$	4,033,300	50,260	$	3,329,725			111,140	$	7,363,025
Exxon Mobil Corp.	16,140		1,128,347	13,580		949,378			29,720		2,077,725
Hess Corp.	36,230		1,947,363	30,230		1,624,863			66,460		3,572,226
Marathon Oil Corp.	126,300		3,805,419	104,480		3,147,982			230,780		6,953,401
		$	10,914,429		$	9,051,948	$	—		$	19,966,377
Food & Beverages
Groupe Danone	39,795	$	1,963,972	33,172	$	1,637,112			72,967	$	3,601,084
Nestle S.A.	59,901		2,255,901	49,283		1,856,022			109,184		4,111,923
PepsiCo, Inc.	160,160		8,802,394	132,870		7,302,535			293,030		16,104,929
		$	13,022,267		$	10,795,669	$	—		$	23,817,936
Food & Drug Stores
CVS Caremark Corp.	278,012	$	8,860,243	230,675	$	7,351,612	$	—	508,687	$	16,211,855
General Merchandise
Target Corp.	37,900	$	1,495,913	31,590	$	1,246,857	$	—	69,490	$	2,742,770
Internet
eBay, Inc. (n)	103,920	$	1,780,150	86,630	$	1,483,972			190,550	$	3,264,122
Google, Inc., “A” (n)	17,160		7,234,484	14,260		6,011,873			31,420		13,246,357
		$	9,014,634		$	7,495,845	$	—		$	16,510,479
Major Banks
Bank of New York Mellon Corp.	99,801	$	2,925,167	82,914	$	2,430,209			182,715	$	5,355,376
State Street Corp.	89,130		4,206,936	73,890		3,487,608			163,020		7,694,544
		$	7,132,103		$	5,917,817	$	—		$	13,049,920
Medical & Health Technology & Services
Medco Health Solutions, Inc. (n)	32,470	$	1,480,957	26,910	$	1,227,365			59,380	$	2,708,322
Patterson Cos., Inc. (n)	111,530		2,420,201	92,280		2,002,476			203,810		4,422,677
VCA Antech, Inc. (n)	49,510		1,321,917	41,490		1,107,783			91,000		2,429,700
		$	5,223,075		$	4,337,624	$	—		$	9,560,699

Medical Equipment
DENTSPLY International, Inc.	166,280	$	5,074,866		137,800	$	4,205,656					304,080	$	9,280,522
Medtronic, Inc.	207,340		7,234,093		171,630		5,988,171					378,970		13,222,264
Thermo Fisher Scientific, Inc. (n)	98,890		4,031,745		82,450		3,361,487					181,340		7,393,232
Waters Corp. (n)	99,120		5,101,706		82,090		4,225,172					181,210		9,326,878
Zimmer Holdings, Inc. (n)	45,400		1,934,040		37,660		1,604,316					83,060		3,538,356
		$	23,376,450			$	19,384,802		$	—			$	42,761,252
Metals & Mining
BHP Billiton Ltd., ADR	31,600	$	1,729,468		26,270	$	1,437,757		$	—		57,870	$	3,167,225
Network & Telecom
Cisco Systems, Inc. (n)(s)	549,530	$	10,243,239		456,207	$	8,503,698					1,005,737	$	18,746,937
Research in Motion Ltd. (n)	12,820		910,861		10,690		759,525					23,510		1,670,386
		$	11,154,100			$	9,263,223		$	—			$	20,417,323
Oil Services
Halliburton Co.	184,840	$	3,826,188		153,330	$	3,173,931					338,170	$	7,000,119
Noble Corp.	83,460		2,524,665		69,350		2,097,838					152,810		4,622,503
		$	6,350,853			$	5,271,769		$	—			$	11,622,622
Personal Computers & Peripherals
NetApp, Inc. (n)	80,020	$	1,577,994		66,690	$	1,315,127		$	—		146,710	$	2,893,121
Pharmaceuticals
Abbott Laboratories	84,460	$	3,972,998		69,620	$	3,274,925					154,080	$	7,247,923
Allergan, Inc.	57,930		2,756,309		48,250		2,295,735					106,180		5,052,044
Johnson & Johnson	55,640		3,160,352		46,190		2,623,592					101,830		5,783,944
Merck KGaA	20,770		2,112,445		17,230		1,752,404					38,000		3,864,849
Roche Holding AG	6,180		840,077		5,090		691,908					11,270		1,531,985
		$	12,842,181			$	10,638,564		$	—			$	23,480,745
Specialty Chemicals
Praxair, Inc.	16,070	$	1,142,095		13,390	$	951,627		$	—		29,460	$	2,093,722
Specialty Stores
Staples, Inc.	119,430	$	2,408,903		99,500	$	2,006,915		$	—		218,930	$	4,415,818
Telecommunications - Wireless
America Movil S.A.B. de C.V., “L”, ADR	44,080	$	1,706,778		36,510	$	1,413,667		$	—		80,590	$	3,120,445
Trucking
United Parcel Service, Inc., “B”	15,550	$	777,345		13,130	$	656,369		$	—		28,680	$	1,433,714
Total Common Stocks (Identified Cost, $280,549,666, $234,794,514, and $515,344,180, respectively)		$	249,512,434			$	207,015,355		$	—			$	456,527,789
Money Market Funds (v)(1.4%, 1.3%, and 1.3%, respectively)
MFS Institutional Money Market Portfolio, 0.21%, at Cost and Net Asset Value	3,509,693	$	3,509,693		2,710,211	$	2,710,211		$	—		6,219,904	$	6,219,904
Total Investments (Identified Cost, $284,059,359, $237,504,725, and $521,564,084, respectively)		$	253,022,127			$	209,725,566		$	—			$	462,747,693
Other Assets, Less Liabilities (-0.1%, -0.1%, and -0.1%, respectively)			(326,543	)			(137,915	)		(94,195	) (a)			(558,653	)
Net Assets - 100.0%		$	252,695,584			$	209,587,651		$	(94,195	)		$	462,189,040

(a) Adjustments are the result of reorganization expenditures and will not be borne by pro forma combined fund on a going forward basis.

(n) Non-income producing security.

(s) For the MFS Massachusetts Investors Growth Stock Portfolio, the security or a portion of the security was pledged to cover collateral requirements for securities sold short. At June 30, 2009, the value of securities pledged amounted to $186,400. At June 30, 2009, the fund had no short sales outstanding.

(v) Underlying fund that is available only to investment companies managed by MFS. The rate quoted 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 Depository Receipt

GDR Global Depository Receipt

PLC Public Limited Company

As of the date of the Pro Forma Combined Schedule of Investments, the securities held by the acquired fund are consistent with the investment objectives, strategies and policies of the acquiring fund. However, it is anticipated certain portfolio securities received from the acquired fund in the reorganization will subsequently be sold by the acquiring fund. Any such transactions are not reflected in these pro forma financial statements.

See Notes to Financial Statements

Pro Forma Combined Statement of Assets and Liabilities (Unaudited)

June 30, 2009

	MFS Capital Appreciation Portfolio			MFS Massachusetts Investors Growth Stock Portfolio			Pro Forma Adjustments			Pro Forma Combined Fund
Assets:
Investments-
Non-affiliated issuers, at value (identified cost, $280,549,666, $234,794,514, and $515,344,180, respectively)	$	249,512,434		$	207,015,355		$	—		$	456,527,789
Underlying funds, at cost and value		3,509,693			2,710,211			—			6,219,904
Total Investments, at value (identified cost, $284,059,359, $237,504,725, and $521,564,084, respectively)	$	253,022,127		$	209,725,566		$	—		$	462,747,693
Cash				$	17,015					$	17,015
Receivables for
Fund shares sold		2,064			—			—			2,064
Interest and dividends		248,335			164,228			—			412,563
Receivable from investment adviser		—			11,828			—			11,828
Other assets		6,799			5,825			—			12,624
Total assets	$	253,279,325		$	209,924,462		$	—		$	463,203,787
Liabilities:
Payables for
Fund shares reacquired	$	451,169		$	229,446			—			680,615
Payable to affiliates
Management fee		10,467			8,675			—			19,142
Distribution and/or service fees		198			819			—			1,017
Administrative services fee		640			531			—			1,171
Payable for trustees’ compensation		7,800			6,431			—			14,231
Accrued expenses and other liabilities		113,467			90,909			—			204,376
Estimated reorganization cost		—			—			94,195	(a)		94,195
Total liabilities	$	583,741		$	336,811		$	94,195		$	1,014,747
Net assets	$	252,695,584		$	209,587,651		$	(94,195	)	$	462,189,040
Net assets consist of:
Paid-in capital	$	1,005,804,841		$	655,929,652		$	—		$	1,661,734,493
Unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies		(31,041,158	)		(27,780,449	)		—			(58,821,607	)
Accumulated net realized gain (loss) on investments and foreign currency transactions		(722,850,644	)		(419,223,311	)		—			(1,142,073,955	)
Undistributed net investment income		782,545			661,759			(94,195	)(a)		1,350,109
Net assets	$	252,695,584		$	209,587,651		$	(94,195	)	$	462,189,040
Shares of beneficial interest outstanding		15,877,184			25,750,893			31,016,397			56,767,290
Net assets:
Initial Class shares	$	238,431,728		$	150,227,736			(86,610	)(a)	$	388,572,854
Service Class shares		14,263,856			59,359,915			(7,585	)(a)		73,616,186
Total	$	252,695,584		$	209,587,651		$	(94,195	)	$	462,189,040
Shares outstanding:
Initial Class shares		14,975,788			18,425,900			29,255,427	(b)		47,681,327
Service Class shares		901,396			7,324,993			1,760,970	(b)		9,085,963
Total		15,877,184			25,750,893			31,016,397			56,767,290
Net Asset Value:
Initial Class shares	$	15.92		$	8.15					$	8.15
Service Class shares	$	15.82		$	8.10					$	8.10

(a) Adjustments are the result of reorganization expenditures and will not be borne by pro forma combined fund on a going forward basis.

(b) If the reorganization had taken place on June 30, 2009, MFS Capital Appreciation Portfolio would have received 29,255,427 and 1,760,970 shares of the Initial Class and Service Class, respectively, of MFS Massachusetts Investors Growth Stock Portfolio, which would be available for distribution to its shareholders. No assurances can be given as to the number of Reorganization Shares MFS Capital Appreciation Portfolio will receive on the Exchange Date. The foregoing is merely an example of what MFS Capital Appreciation Portfolio would have received and distributed had the reorganization been consummated on June 30, 2009, and should not be relied upon to reflect the amount that will be actually received on or after the Exchange Date.

See Notes to Financial Statements

Pro Forma Combined Statement of Operations (Unaudited)

For the year ended June 30, 2009

	MFS Capital Appreciation Portfolio			MFS Massachusetts Investors Growth Stock Portfolio			Pro Forma Adjustments			Pro Forma Combined Fund
Net investment income:
Income
Dividends	$	4,177,999		$	3,471,205		$	—		$	7,649,204
Dividends from underlying funds		14,409			11,944						26,353
Interest		11,491			43,094			—			54,585
Foreign taxes withheld		(105,971	)		(88,144	)		—			(194,115	)
Total investment income	$	4,097,928		$	3,438,099		$	—			7,536,027
Expenses
Management fee	$	2,090,101		$	1,736,774		$	14,226	(b)	$	3,841,101
Distribution and/or service fees		41,605			166,134						207,739
Administrative services fee		115,721			95,487			8,259	(d)		219,467
Trustees’ compensation		47,954			40,901			(47,954	)(a)		40,901
Custodian fee		70,639			56,573			(37,440	)(a)		89,772
Shareholder communications		50,262			40,446			(40,210	)(a)		50,498
Auditing fees		44,525			51,131			(44,525	)(a)		51,131
Legal fees		7,929			7,621			(7,137	)(a)		8,413
Miscellaneous		41,086			35,673			(36,977	)(a)		39,782
Total expenses	$	2,509,822		$	2,230,740		$	(191,758	)	$	4,548,804
Fees paid indirectly		—			—			—			—
Reduction of expenses by investment adviser		—			(148,938	)		23,388	(b)		(125,550	)
Net expenses	$	2,509,822		$	2,081,802		$	(168,370	)	$	4,423,254
Net investment income	$	1,588,106		$	1,356,297		$	168,370		$	3,112,773
Realized and unrealized gain (loss) on investments and foreign currency transactions
Realized gain (loss) (identified cost basis)
Investment transactions	$	(64,423,019	)	$	(56,810,817	)	$	—		$	(121,233,836	)
Foreign currency transactions		(22,807	)		(20,566	)		—			(43,373	)
Net realized gain (loss) on investments and foreign currency transactions	$	(64,445,826	)	$	(56,831,383	)	$	—		$	(121,277,209	)
Change in unrealized appreciation (depreciation)
Investments	$	(22,411,927	)	$	(16,818,217	)	$	—		$	(39,230,144	)
Translation of assets and liabilities in foreign currencies		(9,569	)		(382	)		—			(9,951	)
Net unrealized gain (loss) on investments and foreign currency translation	$	(22,421,496	)	$	(16,818,599	)	$	—		$	(39,240,095	)
Net realized and unrealized gain (loss) on investments and foreign currency	$	(86,867,322	)	$	(73,649,982	)	$	—		$	(160,517,304	)
Change in net assets from operations	$	(85,279,216	)	$	(72,293,685	)	$	168,370		$	(157,404,531	)

(a) Expenditures are reduced as a result of the elimination of duplicative functions.

(b) Expenditures are adjusted to reflect the application of management fee rates and expense limitation in effect for the pro forma combined fund.

(d) Expenditures are adjusted as a result of the current administrative services fee rates in effect for the pro forma combined fund.

See Notes to Financial Statements

MFS Massachusetts Investors Growth Stock Portfolio and

MFS Capital Appreciation Portfolio

Notes to Pro Forma Combined Financial Statements

June 30, 2009

(Unaudited)

(1) Description of the Fund

MFS Massachusetts Investors Growth Stock Portfolio (Acquiring Fund), a series of MFS Variable Insurance Trust II (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 shares of the fund are sold to variable accounts established by insurance companies to fund benefits under variable contracts issued by such companies, and qualified retirement and pension plans.

The Acquiring Fund consists of 2 classes of shares: Initial Class and Service Class. The Acquiring 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.

(2) Basis for the Combination

The accompanying pro forma Combined Statement of Assets and Liabilities is presented to show the effect of the proposed reorganization of MFS Capital Appreciation Portfolio (Target Fund) into the Acquiring Fund, (Acquiring Fund and Target Fund are referred to herein as the fund), as if such reorganization had taken place as of June 30, 2009, the semi-annual period of the Acquiring Fund. The accompanying pro forma Combined Statement of Operations is presented to show the effect of the proposed reorganization of the fund for the twelve month period ended June 30, 2009. The following notes refer to the accompanying pro forma financial statements as if the reorganization of the Target Fund with and into the Acquiring Fund had taken place as of June 30, 2009, at the respective net asset value on that date. The Acquiring Fund will be the accounting survivor, based upon an analysis of factors including surviving fund portfolio manager, investment objectives and policies, expense ratio structures and portfolio composition and size.

The accompanying pro forma financial statements should be read in conjunction with the financial statements of the Acquiring Fund and Target Fund included in their respective annual reports dated December 31, 2008.

(3) Accounting Estimates

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

(4) Portfolio Valuation

Equity securities, including restricted equity securities, are generally valued at the last sale or official closing price as provided by a third-party pricing service on the market or exchange on which they are primarily traded. For securities for which there were no sales reported that day, equity securities are generally valued at the last quoted daily bid quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. For securities held short for which there were no sales reported for that day, the position is generally valued at the last quoted daily ask quotation as provided by a third-party pricing service on the market or exchange on which such securities are primarily traded. Short-term instruments with a maturity at issuance of 60 days or less generally are valued at amortized cost, which approximates market value. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. Events that occur on a frequent basis after foreign markets close (such as developments in foreign markets and significant movements in the U.S. markets) and prior to the determination of the fund’s net asset value may be deemed to have a material affect 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

2

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 each fund’s assets or liabilities carried at market value. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures, forwards, swap contracts, and written options. The following is a summary of the levels used as of June 30, 2009 in valuing each fund’s assets or liabilities carried at market value:

MFS Capital Appreciation

Portfolio

Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities	$	249,512,434	$	—	$	—	$	249,512,434
Mutual Funds		3,509,693		—		—		3,509,693
Total Investments	$	253,022,127	$	—	$	—	$	253,022,127

MFS Massachusetts Investors

Growth Stock Portfolio

Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities	$	207,015,355	$	—	$	—	$	207,015,355
Mutual Funds		2,710,211		—		—		2,710,211
Total Investments	$	209,725,566	$	—	$	—	$	209,725,566

3

Pro Forma Combined Fund

Investments at Value	Level 1		Level 2		Level 3		Total
Equity Securities	$	456,527,789	$	—	$	—	$	456,527,789
Mutual Funds		6,219,904		—		—		6,219,904
Total Investments	$	462,747,693	$	—	$	—	$	462,747,693

For further information regarding security characteristics, see the Portfolio of Investments.

(5) Reorganization Costs

Costs associated with the reorganization will be borne directly by the Target Fund and the Acquiring Fund. These costs are estimated at $94,195, of which $84,195 and $10,000 will be borne by the Target Fund and Acquiring Fund, respectively.

(6) Capital Shares

The pro forma combined shares of beneficial interest outstanding represent those shares that would have been outstanding on June 30, 2009, had the acquisition taken place on June 30, 2009. In exchange for the net assets of the Target Fund each class of shares of the Acquiring Fund would have been issued based upon the per share net asset value as follows:

	Initial Class		Service Class
Net assets – Target Fund	$	238,431,728	$	14,263,856
Shares to be issued of Acquiring Fund		29,255,427		1,760,970
Net asset value – Acquiring Fund	$	8.15	$	8.10

4

(7) Transactions in Underlying Funds-Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be affiliated issuers:

For the year ended June 30, 2009:

MFS Capital Appreciation Portfolio Underlying Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money
Market Portfolio		—		65,679,067		(62,169,374	)		3,509,693
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money
Market Portfolio	$	—	$	—	$	14,409		$	3,509,693
MFS Massachusetts Investors Growth Stock Portfolio Underlying Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money
Market Portfolio		—		50,109,939		(47,399,728	)		2,710,211
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money
Market Portfolio	$	—	$	—	$	11,944		$	2,710,211

5

Pro Forma Combined Fund Underlying Funds	Beginning Shares/Par Amount		Acquisitions Shares/Par Amount		Dispositions Shares/Par Amount			Ending Shares/Par Amount
MFS Institutional Money
Market Portfolio		—		115,789,006		(109,569,102	)		6,219,904
Underlying Funds	Realized Gain (Loss)		Capital Gain Distributions		Dividend Income			Ending Value
MFS Institutional Money
Market Portfolio	$	—	$	—	$	26,353		$	6,219,904

(8) Federal Income Taxes

The fund’s policy is to comply with the provision of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders all of its net taxable income, including any net realized gain on investments. Accordingly, no provision for federal income or excise tax is provided. Under the terms of the Agreement and Plan of Reorganization, the reorganization of the Acquiring Fund and the Target Fund should be treated as a tax-free business combination. The yearly utilization of any capital loss acquired by the Acquiring Fund is limited by the Internal Revenue Code.

6

PROXY TABULATOR]

[Address]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

MFS Variable Insurance Trust II

MFS Capital Appreciation Portfolio

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS, NOVEMBER [23], 2009

The undersigned, revoking prior proxies, hereby appoints Mark N. Polebaum, Susan S. Newton, John M. Corcoran, Christopher R. Bohane, Susan A. Pereira, Timothy M. Fagan and Brian E. Langenfeld, and each of them (each a “Holder”), proxies with several powers of substitution, to vote for the undersigned at the Special Meeting of shareholders of MFS Variable Insurance Trust II – MFS Capital Appreciation Portfolio to be held at 500 Boylston Street, 24th Floor, Boston, Massachusetts, on [Monday, November 23], 2009, notice of which meeting and the Prospectus/Proxy Statement accompanying the same have been received by the undersigned, or at any adjournment thereof, upon the following matters as described in the Notice of Meeting and accompanying Prospectus/Proxy Statement.

When properly executed, this proxy will be voted in the manner directed herein by the undersigned shareholder. All proposals (set forth on the reverse of this proxy card) have been proposed by the Board of Trustees. If no direction is given on these proposals, this proxy card will be voted “for” Proposal 1. The proxy will be voted in accordance with the Holder’s best judgment as to any other matters.

Please be sure to sign and date this card.

[INSURANCE COMPANY NAME PRINTS HERE]

[SEPARATE ACCOUNT NAME PRINTS HERE]

Date 

Please sign this proxy exactly as your name or names appear hereon. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

SHAREHOLDER SIGNS HERE

Please fold and detach card at perforation before mailing

MFS VARIABLE INSURANCE TRUST II

MFS CAPITAL APPRECIATION PORTFOLIO

WHEN THIS PROXY IS PROPERLY EXECTUED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW:

PLEASE MARK A BOX BELOW IN BLUE OR BLACK INK AS FOLLOWS.

PROPOSAL:         For  ¨                    Against  ¨                    Abstain  ¨

1. Approval of the Plan of Reorganization providing for the transfer of all of the assets of MFS Capital Appreciation Portfolio to MFS Massachusetts Investors Growth Stock Portfolio, each a series of MFS Variable Insurance Trust II, in exchange solely for shares of beneficial interest in MFS Massachusetts Investors Growth Stock Portfolio and the assumption by MFS Massachusetts Investors Growth Stock Portfolio of the liabilities of MFS Capital Appreciation Portfolio, the distribution of MFS Massachusetts Investors Growth Stock Portfolio shares to the shareholders of MFS Capital Appreciation Portfolio in liquidation of MFS Capital Appreciation Portfolio, and the termination of MFS Capital Appreciation Portfolio.

Please be sure to sign and date this card.

[PROXY TABULATOR]

[Address]

INSTRUCTIONS SOLICITED ON BEHALF OF THE INSURANCE COMPANY

MFS Variable Insurance Trust II

MFS Capital Appreciation Portfolio

MFS CAPITAL APPRECIATION PORTFOLIO

[INSURANCE COMPANY INFORMATION PRINTS HERE]

VOTING INSTRUCTIONS

The undersigned, an owner of or participant in an annuity or life insurance Contract issued by the above referenced insurance company (the “Insurance Company”), hereby instructs the Insurance Company to vote its shares in the MFS Capital Appreciation Portfolio, which are attributable to the undersigned’s participation in the Contract at the Special Meeting of Shareholders to be held at 500 Boylston Street, 24^th Floor, Boston, Massachusetts, on [Monday, November 23, 2009], and at any adjournment thereof, as fully as the undersigned would be entitled to vote if personally present. The shares attributable to the undersigned’s participation in the Contract will be voted as indicated on the reverse of this instruction card. All proposals set forth on the reverse of this instruction card have been proposed by the Board of Trustees. If this card is signed and dated but gives no voting instructions, the shares will be voted “for” Proposal 1. The Insurance Company is instructed in its discretion to vote upon such other matters as may come before the meeting or any adjournment thereof.

Please sign, date, and return promptly in enclosed envelope.

Date 

Please sign this card exactly as your name or names appear hereon. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

CONTRACT OWNER (AND CO-OWNER)

SIGN HERE

MFS VARIABLE INSURANCE TRUST II

MFS CAPITAL APPRECIATION PORTFOLIO

WHEN THIS INSTRUCTION CARD IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW.

PROPOSAL:         For  ¨                    Against  ¨                    Abstain  ¨

1. To instruct the Insurance Company to approve the Plan of Reorganization providing for the transfer of all of the assets of MFS Capital Appreciation Portfolio to MFS Massachusetts Investors Growth Stock Portfolio, each a series of MFS Variable Insurance Trust II, in exchange solely for shares of beneficial interest in MFS Massachusetts Investors Growth Stock Portfolio and the assumption by MFS Massachusetts Investors Growth Stock Portfolio of the liabilities of MFS Capital Appreciation Portfolio, the distribution of MFS Massachusetts Investors Growth Stock Portfolio shares to the shareholders of MFS Capital Appreciation Portfolio in liquidation of MFS Capital Appreciation Portfolio, and the termination of MFS Capital Appreciation Portfolio.

Please be sure to sign and date this card.

MFS VARIABLE INSURANCE TRUST II

On behalf of MFS^® Massachusetts Investors Growth Stock Portfolio

PART C

OTHER INFORMATION

Item 15. Indemnification

Reference is hereby made to (a) Article V of the Registrant’s Amended and Restated Declaration of Trust, dated August 12, 2003, incorporated by reference to Registrant’s Post-Effective Amendment No. 33, filed with the SEC via EDGAR on February 27, 2004 and (b) the undertaking of the Registrant regarding indemnification set forth in Registrant’s Post-Effective Amendment No. 21, filed with the SEC via EDGAR on February 13, 1998.

The Trustees and officers of the Registrant and the personnel of the Registrant’s investment adviser are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

Item 16. Exhibits

(1) a       Amended and Restated Declaration of Trust, dated August 12, 2003. (4)

b Amendment to the Declaration of Trust, dated September 9, 2003, to terminate two series. (4)

c Amendment to the Amended and Restated Declaration of Trust on April 30, 2004 – Redesignation of Research Growth and Income Series as Core Equity Series. (11)

d Amendment to the Declaration of Trust, dated April 29, 2005, to terminate Managed Sectors Series. (7)

e Amendment to the Declaration of Trust, dated June 22, 2007 - Redesignation of Massachusetts Investors Trust Series as Blended Research Core Equity Series. (13)

f Amendment to the Declaration of Trust, dated June 22, 2007, to terminate Capital Opportunities Series and Strategic Growth Series. (13)

g Amendment to the Declaration of Trust, dated October 3, 2007, - Establishment and Designation of Blended Research Growth Series and Blended Research Value Series. (13)

h Amendment to the Declaration of Trust, dated December 28, 2007, - Redesignation of Trust and Series. (14)

i Amendment to the Declaration of Trust, dated February 29, 2008 - Redesignation of MFS Emerging Market Equity Portfolio as MFS Emerging Markets Equity Portfolio. (15)

j Amendment to the Declaration of Trust, dated April 29, 2008 - Redesignation of MFS Emerging Growth Portfolio as MFS Growth Portfolio. (16)

k Amendment to the Declaration of Trust, dated September 16, 2008 - Redesignation of MFS Research Portfolio as MFS Global Research Portfolio. (16)

l Amendment to the Declaration of Trust, dated August 7, 2009, to terminate MFS Strategic Value Portfolio; filed herewith.

(2) Amended and Restated By-Laws, dated October 25, 2002 as revised August 6, 2004.(11)

(3) Not Applicable.

(4) Form of Plan of Reorganization; included as Appendix A to MFS Massachusetts Investors Growth Stock Portfolio Prospectus/Proxy Statement set forth in Part A to the Registration Statement on Form N-14, filed herewith.

(5) Not Applicable.

(6)    a Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company dated May 24, 1985. (3)

b Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company dated July 23, 1986. (3)

c Amendment, relating to the Government Securities Series, dated September 1, 2005, to the Investment Advisory Agreement, dated July 23, 1986, between Registrant and Massachusetts Financial Services Company. (7)

d Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company dated January 26, 1988. (3)

e Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Global Growth Series (formerly, World Growth Series) dated November 1, 1993. (3)

f Amendment, dated January 1, 2004, to the Investment Advisory Agreement by and between the Registrant and Massachusetts Financial Services Company on behalf of Global Growth Series. (4)

g Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Utilities Series dated November 1, 1993. (3)

h Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Research Series dated September 16, 1994. (3)

i Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the World Total Return Series dated September 16, 1994. (3)

j Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Emerging Growth Series dated May 1, 1995. (3)

k Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the International Growth Series (formerly, MFS/Foreign & Colonial International Growth Series) dated September 1, 1995. (3)

l Amendment, dated January 1, 2004, to the Investment Advisory Agreement by and between the Registrant and Massachusetts Financial Services Company on behalf of International Growth Series. (4)

m Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the International Value Series (formerly, MFS/Foreign & Colonial International Growth and Income Series) dated September 1, 1995. (3)

n Amendment, dated January 1, 2004, to the Investment Advisory Agreement by and between the Registrant and Massachusetts Financial Services Company on behalf of the International Value Series. (4)

o Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Emerging Markets Equity Series (formerly, MFS/Foreign & Colonial Emerging Markets Equity Series) dated September 1, 1995. (3)

p Amendment, dated January 1, 2004, to the Investment Advisory Agreement by and between the Registrant and Massachusetts Financial Services Company on behalf of the Emerging Markets Equity Series. (4)

q Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Value Series dated May 1, 1998. (3)

r Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated May 1, 1998, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Value Series. (7)

s Investment Advisory Agreement between Registrant, on behalf of the Research Growth and Income Series, and Massachusetts Financial Services Company dated May 12, 1997. (3)

t Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated May 12, 1997, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Core Equity Series (formerly, Research Growth and Income Series). (7)

u Amendment to the Investment Advisory Agreement by and between Massachusetts Financial Services Company and the Registrant relating to the Capital Appreciation Series dated January 1, 1997. (1)

v Investment Advisory Agreement between Registrant, on behalf of the Bond Series, and Massachusetts Financial Services Company dated May 1, 1998. (5)

w Investment Advisory Agreement between Registrant, on behalf of the Equity Income Series, and Massachusetts Financial Services Company dated May 1, 1998. (5)

x Investment Advisory Agreement between Registrant, on behalf of the Massachusetts Investors Growth Stock Series, and Massachusetts Financial Services Company dated May 1, 1998. (5)

y Investment Advisory Agreement between Registrant, on behalf of the New Discovery Series, and Massachusetts Financial Services Company dated May 1, 1998. (5)

z Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated May 1, 1998, by and between the Registrant and Massachusetts Financial Services Company on behalf of the New Discovery Series. (7)

aa Investment Advisory Agreement between Registrant, on behalf of the Research International Series, and Massachusetts Financial Services Company dated May 1, 1998. (5)

bb Amendment, dated January 1, 2004, to the Investment Advisory Agreement by and between the Registrant and Massachusetts Financial Services Company on behalf of the Research International Series. (4)

cc Investment Advisory Agreement between Registrant, on behalf of the Strategic Income Series, and Massachusetts Financial Services Company dated May 1, 1998. (5)

dd Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated May 1, 1998, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Strategic Income Series. (7)

ee Investment Advisory Agreement between Registrant, on behalf of Technology Series, and Massachusetts Financial Services Company, dated June 16, 2000. (10)

ff Amendment, dated September 1, 2005, to the Investment Advisory Agreement, June 16, 2000, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Technology Series. (7)

gg Investment Advisory Agreement between Registrant, on behalf of Mid Cap Growth Series, and Massachusetts Financial Services Company, dated August 31, 2000. (10)

hh Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated August 31, 2000, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Mid Cap Growth Series. (7)

ii Investment Advisory Agreement between Registrant, on behalf of International New Discovery Series, and Massachusetts Financial Services Company, dated May 1, 1998. (12)

jj Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated February 28, 2001, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Mid Cap Value Series (formerly International New Discovery Series). (7)

kk Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company relating to the Global Health Sciences Series, dated February 28, 2001. (7)

ll Amendment, dated September 1, 2005, to the Investment Advisory Agreement, dated February 28, 2001, by and between the Registrant and Massachusetts Financial Services Company on behalf of the Strategic Value Series (formerly, Global Health Sciences Series). (7)

mm Investment Advisory Agreement between Registrant and Massachusetts Financial Services Company on behalf of the Blended Research Growth Series and the Blended Research Value Series, dated December 19, 2007. (14)

(7) Amended and Restated Distribution Agreement, dated September 1, 2005. (7)

(8) Not Applicable.

(9)    a Master Custodian Agreement between the Registrant and State Street Bank & Trust Company, dated December 18, 2006. (9)

b Appendix A, as of March 10, 2009, to the Master Custodian Agreement between Registrant and State Street Bank and Trust Company, dated December 18, 2006. (18)

c Fund Accounting Agreement between the Registrant and State Street Bank & Trust Company, dated December 18, 2006. (9)

d Appendix A, as of March 10, 2009 to the Fund Accounting Agreement between the Registrant and State Street Bank and Trust Company, dated December 18, 2006. (18)

e Special Custody Agreement between State Street Bank and Trust Company, each MFS U.S. registered investment company (listed on Exhibit A) and Morgan Stanley & Co. Incorporated dated March 22, 2000. (13)

f Amendment, dated July 30, 2007, to the Special Custody Account Agreement. (13)

(10)  a Service Class Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective July 13, 2001. (6)

b Exhibit A, dated September 27, 2007, to the Service Class Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 effective July 13, 2001. (14)

c Plan pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, dated July 13, 2001. (6)

(11) Opinion of Susan Newton, including consent, dated September 11, 2009; filed herewith.

(12) Opinion of Sullivan & Worcester LLP as to tax matters, including consent; to be filed by amendment.

(13)  a Shareholder Servicing Agent Agreement between Registrant and MFS Service Center, Inc., dated August 1, 1985. (3)

b Master Administrative Services Agreement, dated March 1, 1997, as amended and restated January 1, 2008. (16)

c Exhibit D, as revised August 1, 2008, to the Master Administrative Services Agreement, dated March 1, 1997, as amended and restated January 1, 2009. (17)

(14) Consent of Deloitte & Touche LLP, dated September 9, 2009; filed herewith.

(15) Not applicable.

(16)  a Power of Attorney, dated September 3, 2009; filed herewith (Dwyer) (Corcoran)

b Power of Attorney, dated September 3, 2009; filed herewith (Trustees)

(17)  a MFS Massachusetts Investors Growth Stock Portfolio’s Prospectus and Statement of Additional Information, dated May 1, 2009. (20)

b MFS Massachusetts Investors Growth Stock Portfolio’s Annual Report to Shareholders for the fiscal year ended December 31, 2008. (19)

c MFS Massachusetts Investors Growth Stock Portfolio’s Semi-Annual Report to Shareholders for the period ended June 30, 2009. (21)

d MFS Capital Appreciation Portfolio’s Prospectus and Statement of Additional Information, dated May 1, 2009. (20)

e MFS Capital Appreciation Portfolio’s Annual Report to Shareholders for the fiscal year ended December 31, 2008. (19)

f MFS Capital Appreciation Portfolio’s Semi-Annual Report to Shareholders for the period ended June 30, 2009. (21)

(1) Incorporated by reference to Post-Effective Amendment No. 20, (Exhibit 5 (v)), to the Registrant’s Registration Statement filed with the SEC via EDGAR on April 29, 1997.

(2) Incorporated by reference to MFS Series Trust II (File Nos. 33-7637 and 811-4775) Post-Effective Amendment No. 40, (Exhibit 2 & Exhibit 3 (p)) filed with the SEC via EDGAR on March 27, 2008.

(3) Incorporated by reference to Post-Effective Amendment No. 21, (Exhibits 5 (a), 5 (b), 5 (c), 5 (d), 5 (e), 5 (f), 5 (h), 5 (i), 5 (j), 5 (k), 5 (l), 5 (s), 5 (t) and Exhibit 9 (a)) to the Registrant’s Registration Statement filed with the SEC via EDGAR on February 13, 1998.

(4) Incorporated by reference to Post-Effective Amendment No. 33, (Exhibits 1 (a) & 1 (b), Exhibits 4 (e), 4 (k), 4 (m), 4 (o) & 4 (x)) to the Registrant’s Registration Statement filed with the SEC via EDGAR on February 27, 2004.

(5) Incorporated by reference to Post-Effective Amendment No. 23, (Exhibits 4 (v), 4 (w), 4 (x), 4 (y) & 4 (z), & 4 (aa)), to the Registrant’s Registration Statement filed with the SEC via EDGAR on February 22, 1999.

(6) Incorporated by reference to Post-Effective Amendment No. 31, (Exhibits 13 & 15), to the Registrant’s Registration Statement filed with the SEC via EDGAR on March 1, 2002.

(7) Incorporated by reference to Registrant’s Post-Effective Amendment No. 36, (Exhibit 1 (d), Exhibits 4 (c), 4 (r), 4 (t), 4 (z), 4 (dd), 4 (hh), 4 (jj), 4 (ll), 4 (mm), 4 (nn) & Exhibit 5), filed with the SEC via EDGAR on March 1, 2006.

(8) Amended and Restated Declaration of Trust, dated August 12, 2003, as amended through April 29, 2005, incorporated by reference to Post-Effective Amendment No. 33 to the Registrant’s Registration Statement filed with the SEC via EDGAR on February 27, 2004; Amended and Restated By-Laws, dated October 25, 2002, as revised August 6, 2004 incorporated by reference to Registrant’s Post-Effective Amendment No. 34 filed with the SEC via EDGAR on February 25, 2005.

(9) Incorporated by reference to MFS Series Trust XII (File Nos. 333-126328 and 811-21780) Post-Effective Amendment No. 7, (Exhibits 7 (a) & 7 (b)), filed with the SEC via EDGAR on June 28, 2007.

(10) Incorporated by reference to Post-Effective Amendment No. 28, (Exhibits 4 (cc) & 4 (ee), to the Registrant’s Registration Statement filed with the SEC via EDGAR on December 13, 2000.

(11) Incorporated by reference to Registrant’s Post-Effective Amendment No. 34, (Exhibit 1 (c) & Exhibit 2), filed with the SEC via EDGAR on February 25, 2005.

(12) Incorporated by reference to Post-Effective Amendment No. 30, (Exhibit 4 (gg), to the Registrant’s Registration Statement filed with the SEC via EDGAR on May 29, 2001.

(13) Incorporated by reference to Registrant’s Post-Effective Amendment No. 40, (Exhibits 1 (e), 1 (f), & 1 (g), Exhibits 7 (g) & 7 (h) & Exhibit 9), filed with the SEC via EDGAR on October 3, 2007.

(14) Incorporated by reference to Registrant’s Post-Effective Amendment No. 41, (Exhibit a (8), Exhibit d (41) & Exhibit (m) 2), filed with the SEC via EDGAR on February 8, 2008.

(15) Incorporated by reference to Registrant’s Post-Effective Amendment No. 42, (Exhibit a (9) & Exhibit (h) 2), filed with the SEC via EDGAR on April 28, 2008.

(16) Incorporated by reference to Registrant’s Post-Effective Amendment No. 43, (Exhibits (a) 10 & (a) 11), filed with the SEC via EDGAR on February 6, 2009.

(17) Incorporated by reference to MFS Series Trust VIII (File Nos. 33-37972 and 811-5262) Post-Effective Amendment No. 30, (Exhibit (p) 1, filed with the SEC via EDGAR on February 26, 2009.

(18) Incorporated by reference to Registrant’s Form N-14, Exhibits (i) 2 & (i) 4), filed with the SEC via EDGAR on March 12, 2009.

(19) Incorporated by reference to Registrant’s Form N-CSR filed with the SEC via EDGAR on March 9, 2009.

(20) Incorporated by reference to Registrant’s Post-Effective Amendment No. 44, filed with the SEC via EDGAR on April 29, 2009.

(21) Incorporated by reference to Registrant’s Form N-CSRS filed with the SEC via EDGAR on August 27, 2009.

Item 17. Undertakings

(a) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(b) The undersigned Registrant agrees that every prospectus that is filed under paragraph (a) above will be filed as a part of an amendment to this Registration Statement and will not be

used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(c) The Registrant agrees to file an executed copy of an opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this Registration Statement within a reasonable time after receipt of such opinion.

NOTICE

A copy of the Amended and Restated Declaration of Trust, as amended, is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this Registration Statement has been 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 Registration Statement are not binding upon any of the Trustees, officers, or shareholders of the Registrant individually, but are binding only upon the assets and property of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Boston and The Commonwealth of Massachusetts on the 11^th day of September 2009.

MFS® VARIABLE INSURANCE TRUST II (formerly, MFS/SUN LIFE SERIES TRUST)
By:	MARIA F. DWYER*
Name:	Maria F. Dwyer
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities indicated on September 11, 2009.

SIGNATURE	TITLE
MARIA F. DWYER* Maria F. Dwyer	President (Principal Executive officer)
JOHN M. CORCORAN* John M. Corcoran	Principal Financial and Accounting Officer
J. KERMIT BIRCHFIELD* J. Kermit Birchfield	Trustee
ROBERT C. BISHOP* Robert C. Bishop	Trustee
FREDERICK H. DULLES* Frederick H. Dulles	Trustee
DAVID D. HORN* David D. Horn	Trustee
MARCIA A. KEAN* Marcia A. Kean	Trustee
RONALD G. STEINHART* Ronald G. Steinhart	Trustee
HAVILAND WRIGHT* Haviland Wright	Trustee

*By:	SUSAN S. NEWTON
Name:	Susan S. Newton
	as Attorney-in-fact
Executed by Susan S. Newton on behalf of those indicated pursuant to a Power of Attorney, dated September 3, 2009 (Dwyer) (Corcoran) and a Power of Attorney, dated September 3, 2009 (Trustees); filed herewith.

INDEX TO EXHIBITS

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
1(l)	Amendment to the Declaration of Trust, dated August 7, 2009, to terminate MFS Strategic Value Portfolio.
4	Form of Plan of Reorganization; included as Appendix A to MFS Massachusetts Investors Growth Stock Portfolio Prospectus/Proxy Statement set forth in Part A to the Registration Statement on Form N-14.
11	Opinion of Susan Newton, including consent, dated September 11, 2009.
14	Consent of Deloitte & Touche LLP, dated September 9, 2009.
16(a)	Power of Attorney, dated September 3, 2009 (Dwyer) (Corcoran).
(b)	Power of Attorney, dated September 3, 2009 (Trustees).

EX-99.(1)(L)

EXHIBIT (1)(l)

MFS/SUN LIFE SERIES TRUST

on behalf of:

MFS Strategic Value Portfolio

Pursuant to Section 9.2(b) of the Amended and Restated Declaration of Trust dated May 1, 2001, as amended (the “Declaration”), of MFS Variable Insurance Trust II, a business trust organized under the laws of The Commonwealth of Massachusetts (the “Trust”), the undersigned Trustees of the Trust, being a majority of the Trustees of the Trust, do hereby certify that MFS Strategic Value Portfolios, a series of the Trust, has been terminated.

IN WITNESS WHEREOF, the undersigned have executed this certificate this 7th day of August, 2009.

J. KERMIT BIRCHFIELD J. Kermit Birchfield c/o MFS Investment Management 500 Boylston Street Boston MA 02116	MARCIA A. KEAN Marcia A. Kean c/o MFS Investment Management 500 Boylston Street Boston MA 02116
ROBERT C. BISHOP Robert C. Bishop c/o MFS Investment Management 500 Boylston Street Boston MA 02116	RONALD G. STEINHART Ronald G. Steinhart c/o MFS Investment Management 500 Boylston Street Boston MA 02116
FREDERICK H. DULLES Frederick H. Dulles c/o MFS Investment Management 500 Boylston Street Boston MA 02116	HAVILAND WRIGHT Haviland Wright c/o MFS Investment Management 500 Boylston Street Boston MA 02116
DAVID D. HORN David D. Horn c/o MFS Investment Management 500 Boylston Street Boston MA 02116

EX-99.(11)

EXHIBIT 11

MFS^® INVESTMENT MANAGEMENT

500 Boylston Street, Boston, Massachusetts 02116-3741

617 - 954-5000

Susan S. Newton

Senior Vice President and Associate General Counsel

Massachusetts Financial Services Company

500 Boylston Street

Boston, MA 02116

Phone: (617) 954-5182

Fax: (617) 954-7760

September 11, 2009

MFS Massachusetts Investors Growth Stock Portfolio

A Series of MFS Variable Insurance Trust II

Ladies and Gentlemen:

I have acted as counsel to the MFS Massachusetts Investors Growth Stock Portfolio (the “Massachusetts Investors Growth Stock Portfolio”), a series of MFS Variable Insurance Trust II, a Massachusetts business trust (the “Trust”), in connection with the Trust’s Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission (the “Commission”) on or about September 11, 2009 (the “Registration Statement”), with respect to an indefinite number of Shares of Beneficial Interest (no par value) (the “Shares”) of the Massachusetts Investors Growth Stock Portfolio to be issued pursuant to a Plan of Reorganization (the “Plan”) adopted by the Trust, on behalf of MFS Capital Appreciation Portfolio and the Massachusetts Investors Growth Stock Portfolio.

In connection with this opinion, I have examined the following documents:

(a) the Registration Statement;

(b) the Plan;

(c) copies of the Trust’s Amended and Restated Declaration of Trust (“Declaration of Trust”) and of all amendments thereto on file in the office of the Secretary of State of the Commonwealth of Massachusetts; and

(d) the Trust’s Amended and Restated By-Laws and certain votes of the Trustees of the Trust.

In such examination, I have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by me as copies, the authenticity and completeness of all original documents reviewed by me in original or copy form and the legal competence of such individual executing any document. I have also assumed, for the purposes of this opinion, that the Plan, in substantially the form reviewed by me, is duly delivered by the parties thereto and that all of the conditions set forth in “Information About the Reorganization” in the Registration Statement shall have occurred prior to the issuance and sale of the Shares.

This opinion is based entirely on my review of the documents listed above. I have made no other review or investigation of any kind whatsoever, and I have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the laws of The Commonwealth of Massachusetts (other than the Massachusetts Uniform Securities Act, as to which I express no opinion) as applied by courts in such Commonwealth.

I understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, please be advised that it is my opinion that the Shares, when issued and sold in accordance with the Registration Statement, the Plan and the Trust’s Declaration of Trust and By-laws, will be legally issued, fully paid and non-assessable, except that shareholders of the Trust may under certain circumstances be held personally liable for the Trust’s obligations.

A copy of the Trust’s Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts. I note specifically that the obligations of or arising out of the Plan are not binding upon any of the Trust’s trustees, officers, employees, agent or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its interest under the Plan. I further note that the assets and liabilities of each series of the Trust, such as the Massachusetts Investors Growth Stock Portfolio, are separate and distinct and that the Massachusetts Investors Growth Stock Portfolio’s obligations of or arising out of the Plan are binding solely upon the assets or property of the Massachusetts Investors Growth Stock Portfolio.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

SUSAN S. NEWTON

Susan S. Newton

EX-99.(14)

EXHIBIT 14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form N-14 of MFS Variable Insurance Trust II of our reports dated February 19, 2009, relating to the financial statements and financial highlights of MFS Capital Appreciation Portfolio and MFS Massachusetts Investors Growth Stock Portfolio (the “Funds”) for the year ended December 31, 2008, appearing in the Annual Reports on Form N-CSR of MFS Variable Insurance Trust II in the combined Prospectus/Proxy Statement included in this Registration Statement on Form N-14 of MFS Massachusetts Investors Growth Stock Portfolio.

We also consent to the references to us under the headings “Independent Registered Public Accounting Firm” and “Representations and Warranties” (section 4, paragraphs 4.1(f) and 4.2(g) of the Form of Plan of Reorganization) included in such combined Prospectus/Proxy Statement and “Independent Registered Public Accounting Firm and Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

Boston, Massachusetts

September 9, 2009

EX-99.(16)(A)

EXHIBIT (16)(a)

MFS VARIABLE INSURANCE TRUST II

POWER OF ATTORNEY

The undersigned, an officer of MFS Variable Insurance Trust II (the “Registrant”), hereby severally constitutes and appoints Mark N. Polebaum, Susan S. Newton, Christopher R. Bohane, Timothy M. Fagan, Susan A. Pereira and Brian E. Langenfeld, and each of them singly, as true and lawful attorneys, with full power to them and each of them to sign for each of the undersigned, in the names of, and in the capacities indicated below, the Registration Statement on Form N-14 with respect to the proposed transfer of all of the assets of MFS Capital Appreciation Portfolio (“CAS”) to MFS Massachusetts Investors Growth Stock Portfolio (“MIS”), each a series of the Registrant, in exchange solely for the assumption of certain identified liabilities of CAS and the issuance to CAS of shares of beneficial interest in MIS (the “Reorganization”) and any and all amendments thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering the Registrant as a management investment company under the Investment Company Act of 1940 and/or the shares issued in the Reorganization by the Registrant under the Securities Act of 1933 granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary or desirable to be done in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this 3rd Day of September, 2009.

MARIA F. DWYER Maria F. Dwyer	President (Principal Executive Officer)
JOHN M. CORCORAN John M. Corcoran	Principal Financial and Accounting Officer

EX-99.(16)(B)

EXHIBIT (16)(b)

MFS VARIABLE INSURANCE TRUST II

POWER OF ATTORNEY

The undersigned, a Trustee of MFS Variable Insurance Trust II (the “Registrant”), hereby severally constitutes and appoints Mark N. Polebaum, Susan S. Newton, Christopher R. Bohane, Timothy M. Fagan, Susan A. Pereira and Brian E. Langenfeld, and each of them singly, as true and lawful attorneys, with full power to them and each of them to sign for each of the undersigned, in the names of, and in the capacities indicated below, the Registration Statement on Form N-14 with respect to the proposed transfer of all of the assets of MFS Capital Appreciation Portfolio (“CAS”) to MFS Massachusetts Investors Growth Stock Portfolio (“MIS”), each a series of the Registrant, in exchange solely for the assumption of certain identified liabilities of CAS and the issuance to CAS of shares of beneficial interest in MIS (the “Reorganization”) and any and all amendments thereto and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission for the purpose of registering the Registrant as a management investment company under the Investment Company Act of 1940 and/or the shares issued in the Reorganization by the Registrant under the Securities Act of 1933 granting unto my said attorneys, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary or desirable to be done in the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys or any of them may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hand on this 3rd Day of September, 2009.

J. KERMIT BIRCHFIELD J. Kermit Birchfield	Trustee
ROBERT C. BISHOP Robert C. Bishop	Trustee
FREDERICK H. DULLES Frederick H. Dulles	Trustee
DAVID D. HORN David D. Horn	Trustee

MARCIA A. KEAN Marcia A. Kean	Trustee
RONALD G. STEINHART Ronald G. Steinhart	Trustee
HAVILAND WRIGHT Haviland Wright	Trustee

CORRESP

MFS^® INVESTMENT MANAGEMENT

500 Boylston Street, Boston, Massachusetts 02116-3741

617 - 954-5000

September 11, 2009

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Registration Statement on Form N-14 by MFS^® Variable Insurance Trust II

Dear Sir or Madam:

Enclosed for filing pursuant to (1) the Securities Act of 1933, as amended, (ii) General Instruction B to Form N-14 and (iii) Item 101 of Regulation S-T, is a Registration Statement on Form N-14 (the “Registration Statement”) including the proxy statement/prospectus, statement of additional information, other information and exhibits. No filing fee is required pursuant to General Instruction B of Form N-14.

The purpose of the Registration Statement is to effect a reorganization of MFS Capital Appreciation Portfolio, (“Capital Appreciation Portfolio”) with MFS Massachusetts Investors Growth Stock Portfolio (“Massachusetts Investors Growth Stock Portfolio”), each a series of MFS Variable Insurance Trust II, pursuant to which Massachusetts Investors Growth Stock Portfolio will acquire all of the assets and liabilities of the Capital Appreciation Portfolio (the “Reorganization”). The Registration Statement includes a shareholder letter, notice of meeting, combined Prospectus/Proxy Statement, and forms of voting instructions card and proxy which are proposed to be used by the Capital Appreciation Portfolio in connection with the Capital Appreciation Portfolio’s Special Meeting of Shareholders expected to be held on November 23, 2009. It is intended that definitive proxy materials be mailed to shareholders of the Capital Appreciation Portfolio on or around October 23, 2009.

If you have any questions or comments concerning the foregoing or the enclosed, please call the undersigned at (617) 954-5843.

Very truly yours,

BRIAN E. LANGENFELD

Brian E. Langenfeld

Vice President and Senior Counsel