<PAGE>
As filed with the Securities and Exchange Commission on August 27, 1996
1933 Act File No. 33-7637
1940 Act File No. 811-4775
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 19
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 21
MFS SERIES 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
Stephen E. Cavan, Massachusetts Financial Services Company
500 Boylston Street, Boston, Massachusetts 02116
(Name and Address of Agent for Service)
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box)
|_| immediately upon filing pursuant to paragraph (b)
|X| on August 31, 1996 pursuant to paragraph (b)
|_| 60 days after filing pursuant to paragraph (a)(i)
|_| on [date] pursuant to paragraph (a)(i)
|_| 75 days after filing pursuant to paragraph (a)(ii)
|_| on [date] pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
Pursuant to Rule 24f-2, the Registrant has registered an indefinite number of
its shares of Beneficial Interest (without par value), under the Securities Act
of 1933. The Registrant filed a Rule 24f-2 Notice on behalf of all of its series
for its fiscal year ended November 30, 1995 on January 25, 1996.
<PAGE>
MFS EMERGING GROWTH FUND
Supplement to the April 1, 1996 Prospectus
and Statement of Additional Information
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information ("SAI"), dated April 1, 1996,
and contains a description of Class P shares.
Class P shares are available for purchase only by certain retirement
plans established for the benefit of employees of Massachusetts Financial
Services Company ("MFS"), the Fund's investment adviser, and employees of MFS'
affiliates ("MFS Retirement Plans"). Class P shares may not be offered or sold
outside of The Commonwealth of Massachusetts, and this supplement does not
constitute an offer of Class P shares to any person who resides outside of The
Commonwealth of Massachusetts.
EXPENSE SUMMARY
Shareholder Transaction Expenses: Class P
Maximum Initial Sales Charge Imposed on Purchases of Fund
Shares (as a percentage of offering price)...................... None
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as applicable).. None
Annual Operating Expenses of the Fund (as a percentage of average net assets):
Management Fees................................................... 0.75%
Rule 12b-1 Fees................................................... None
Other Expenses(1)(2).............................................. 0.29%
Total Operating Expenses.......................................... 1.04%
__________________
(1) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the fiscal year ended November
30, 1995. The shareholder servicing agent fee component of "Other Expenses"
is a predetermined percentage based upon the Fund's net assets attributable
to each class.
(2) The Fund has an expense offset arrangement which reduces the Fund's
custodian fee based upon the amount of cash maintained by the Fund with its
custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses."
Example of Expenses
An investor would pay the following dollar amounts of expenses on a
$1,000 investment in the Fund, assuming (a) a 5% annual return and (b)
redemption at the end of each of the time periods indicated (unless
<PAGE>
otherwise noted):
Period Class P
1 year................. $11
3 years................ 33
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Fund will
bear directly or indirectly. A more complete description of the Fund's
management fee is set forth under the caption "Management of the Fund" in the
Prospectus.
The "Example" set forth above should not be considered a representation of past
or future expenses of the Fund; actual expenses may be greater or less than
those shown.
THE FUND
Four classes of shares of the Fund currently are offered for sale,
Class A shares, Class B shares, Class C shares and Class P shares. Class P
shares are available for purchase only by the MFS Retirement Plans and are
described in this Supplement. Class A shares, Class B shares and Class C shares
are described in the Fund's Prospectus and are available for purchase by the
general public.
Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 5.75% of the offering price (or a contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are subject to an annual distribution fee and service fee up to a
maximum of 0.35% per annum. Class B shares are offered at net asset value
without an initial sales charge but are subject to a CDSC upon redemption
(declining from 4.00% during the first year to 0% after six years) and an annual
distribution fee and service fee up to a maximum of 1.00% per annum; Class B
shares will convert to Class A shares approximately eight years after purchase.
Class C shares are offered at net asset value without an initial sales charge
but are subject to a CDSC upon redemption of 1.00% during the first year and an
annual distribution fee and service fee up to a maximum of 1.00% per annum.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class C and Class P
shares do not convert to any other class of shares of the Fund.
INFORMATION CONCERNING CLASS P SHARES OF THE FUND
As noted above, Class P shares are offered at net asset value without
an initial sales charge or a CDSC and are not subject to a distribution fee or
service fee. Class P shares are offered only to MFS Retirement Plans.
MFS Retirement Plans may exchange Class P shares of the Fund for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Fund
at net asset value. Distributions paid by the Fund with respect to Class P
shares generally will be greater than those paid with respect to Class A, Class
B and Class C shares because expenses attributable to Class A, Class B and Class
C shares generally will be higher.
The date of this Supplement is September 1, 1996
<PAGE>
The Prospectus dated April 1, 1996 of MFS Emerging Growth Fund (the "Fund") is
incorporated in this Post-Effective Amendment No. 19 by reference to the
Prospectus of the Fund filed by the Registrant pursuant to Rule 497 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
via EDGAR on April 3, 1996.
<PAGE>
The Statement of Additional Information dated April 1, 1996 of MFS Emerging
Growth Fund (the "Fund") is incorporated in this Post-Effective Amendment No. 19
by reference to the Statement of Additional Information of the Fund filed by the
Registrant pursuant to Rule 497 under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission via EDGAR on April 3, 1996.
<PAGE>
The financial statements included in the Annual Report to Shareholders of MFS
Emerging Growth Fund dated November 30, 1995 which are contained in
Post-Effective Amendment No. 18 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on March 28, 1996 are hereby incorporated by
reference to such materials into this Post-Effective Amendment No. 19.
<PAGE>
MFS CAPITAL GROWTH FUND
Supplement to the April 1, 1996 Prospectus
and Statement of Additional Information
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information ("SAI"), dated April 1, 1996,
and contains a description of Class P shares.
Class P shares are available for purchase only by certain retirement
plans established for the benefit of employees of Massachusetts Financial
Services Company ("MFS"), the Fund's investment adviser, and employees of MFS'
affiliates ("MFS Retirement Plans"). Class P shares may not be offered or sold
outside of The Commonwealth of Massachusetts, and this supplement does not
constitute an offer of Class P shares to any person who resides outside of The
Commonwealth of Massachusetts.
EXPENSE SUMMARY
Shareholder Transaction Expenses: Class P
Maximum Initial Sales Charge Imposed on Purchases of Fund
Shares (as a percentage of offering price)..................... None
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as applicable). None
Annual Operating Expenses of the Fund (as a percentage of average net assets):
Management Fees.................................................. 0.75%
Rule 12b-1 Fees.................................................. None
Other Expenses(1)(2)............................................. 0.33%
Total Operating Expenses......................................... 1.08%
.........
(1) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the fiscal year ended November
30, 1995. The shareholder servicing agent fee component of "Other Expenses"
is a predetermined percentage based upon the Fund's net assets attributable
to each class.
(2) The Fund has an expense offset arrangement which reduces the Fund's
custodian fee based upon the amount of cash maintained by the Fund with its
custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses."
Example of Expenses
An investor would pay the following dollar amounts of expenses on a
$1,000 investment in the Fund, assuming (a) a 5% annual return and (b)
redemption at the end of each of the time periods indicated (unless
<PAGE>
otherwise noted):
Period Class P
1 year.................... $11
3 years................... 34
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Fund will
bear directly or indirectly. A more complete description of the Fund's
management fee is set forth under the caption "Management of the Fund" in the
Prospectus.
The "Example" set forth above should not be considered a representation of past
or future expenses of the Fund; actual expenses may be greater or less than
those shown.
THE FUND
Three classes of shares of the Fund currently are offered for sale,
Class A shares, Class B shares and Class P shares. Class P shares are available
for purchase only by the MFS Retirement Plans and are described in this
Supplement. Class A shares and Class B shares are described in the Fund's
Prospectus and are available for purchase by the general public.
Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 5.75% of the offering price (or a contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are subject to an annual distribution fee and service fee up to a
maximum of 0.35% per annum. Class B shares are offered at net asset value
without an initial sales charge but are subject to a CDSC upon redemption
(declining from 4.00% during the first year to 0% after six years) and an annual
distribution fee and service fee up to a maximum of 1.00% per annum; Class B
shares will convert to Class A shares approximately eight years after purchase.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class P shares do not
convert to any other class of shares of the Fund.
INFORMATION CONCERNING CLASS P SHARES OF THE FUND
As noted above, Class P shares are offered at net asset value without
an initial sales charge or a CDSC and are not subject to a distribution fee or
service fee. Class P shares are offered only to MFS Retirement Plans.
MFS Retirement Plans may exchange Class P shares of the Fund for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Fund
at net asset value. Distributions paid by the Fund with respect to Class P
shares generally will be greater than those paid with respect to Class A and
Class B shares because expenses attributable to Class A and Class B shares
generally will be higher.
The date of this Supplement is September 1, 1996
<PAGE>
The Prospectus dated April 1, 1996 of MFS Capital Growth Fund (the "Fund") is
incorporated in this Post-Effective Amendment No. 19 by reference to the
Prospectus of the Fund filed by the Registrant pursuant to Rule 497 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
via EDGAR on April 3, 1996.
<PAGE>
The Statement of Additional Information dated April 1, 1996 of MFS Capital
Growth Fund (the "Fund") is incorporated in this Post-Effective Amendment No. 19
by reference to the Statement of Additional Information of the Fund filed by the
Registrant pursuant to Rule 497 under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission via EDGAR on April 3, 1996.
<PAGE>
The financial statements included in the Annual Report to Shareholders of MFS
Capital Growth Fund dated November 30, 1995 which are contained in
Post-Effective Amendment No. 18 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on March 28, 1996 are hereby incorporated by
reference to such materials into this Post-Effective Amendment No. 19.
<PAGE>
MFS INTERMEDIATE INCOME FUND
Supplement to the April 1, 1996 Prospectus
and Statement of Additional Information
The following information should be read in conjunction with the Fund's
Prospectus and Statement of Additional Information ("SAI"), dated April 1, 1996,
and contains a description of Class P shares.
Class P shares are available for purchase only by certain retirement
plans established for the benefit of employees of Massachusetts Financial
Services Company ("MFS"), the Fund's investment adviser, and employees of MFS'
affiliates ("MFS Retirement Plans"). Class P shares may not be offered or sold
outside of The Commonwealth of Massachusetts, and this supplement does not
constitute an offer of Class P shares to any person who resides outside of The
Commonwealth of Massachusetts.
EXPENSE SUMMARY
Shareholder Transaction Expenses: Class P
Maximum Initial Sales Charge Imposed on Purchases of Fund
Shares (as a percentage of offering price)...................... None
Maximum Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds, as applicable).. None
Annual Operating Expenses of the Fund (as a percentage of average net assets):
Management Fees................................................... 0.77%
Rule 12b-1 Fees................................................... None
Other Expenses(1)(2).............................................. 0.37%
Total Operating Expenses.......................................... 1.14%
.........
(1) Except for the shareholder servicing agent fee component, "Other Expenses"
is based on Class A expenses incurred during the fiscal year ended November
30, 1995. The shareholder servicing agent fee component of "Other Expenses"
is a predetermined percentage based upon the Fund's net assets attributable
to each class.
(2) The Fund has an expense offset arrangement which reduces the Fund's
custodian fee based upon the amount of cash maintained by the Fund with its
custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses."
Example of Expenses
An investor would pay the following dollar amounts of expenses on a
$1,000 investment in the Fund, assuming (a) a 5% annual return and (b)
redemption at the end of each of the time periods indicated (unless
<PAGE>
otherwise noted):
Period Class P
1 year...................... $12
3 years..................... 36
The purpose of the expense table above is to assist investors in
understanding the various costs and expenses that a shareholder of the Fund will
bear directly or indirectly. A more complete description of the Fund's
management fee is set forth under the caption "Management of the Fund" in the
Prospectus.
The "Example" set forth above should not be considered a representation of past
or future expenses of the Fund; actual expenses may be greater or less than
those shown.
THE FUND
Three classes of shares of the Fund currently are offered for sale,
Class A shares, Class B shares and Class P shares. Class P shares are available
for purchase only by the MFS Retirement Plans and are described in this
Supplement. Class A shares and Class B shares are described in the Fund's
Prospectus and are available for purchase by the general public.
Class A shares are offered at net asset value plus an initial sales
charge up to a maximum of 4.75% of the offering price (or a contingent deferred
sales charge (a "CDSC") upon redemption of 1.00% during the first year in the
case of purchases of $1 million or more and certain purchases by retirement
plans), and are subject to an annual distribution fee and service fee up to a
maximum of 0.35% per annum. Class B shares are offered at net asset value
without an initial sales charge but are subject to a CDSC upon redemption
(declining from 4.00% during the first year to 0% after six years) and an annual
distribution fee and service fee up to a maximum of 1.00% per annum; Class B
shares will convert to Class A shares approximately eight years after purchase.
Class P shares are offered at net asset value without an initial sales charge or
CDSC and are not subject to a distribution or service fee. Class P shares do not
convert to any other class of shares of the Fund.
INFORMATION CONCERNING CLASS P SHARES OF THE FUND
As noted above, Class P shares are offered at net asset value without
an initial sales charge or a CDSC and are not subject to a distribution fee or
service fee. Class P shares are offered only to MFS Retirement Plans.
MFS Retirement Plans may exchange Class P shares of the Fund for Class
P shares of any other Fund available for purchase by such Plans at their net
asset value (if available for sale), and may redeem Class P shares of the Fund
at net asset value. Distributions paid by the Fund with respect to Class P
shares generally will be greater than those paid with respect to Class A and
Class B shares because expenses attributable to Class A and Class B shares
generally will be higher.
The date of this Supplement is September 1, 1996
<PAGE>
The Prospectus dated April 1, 1996 of MFS Intermediate Income Fund (the "Fund")
is incorporated in this Post-Effective Amendment No. 19 by reference to the
Prospectus of the Fund filed by the Registrant pursuant to Rule 497 under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission
via EDGAR on April 3, 1996.
<PAGE>
The Statement of Additional Information dated April 1, 1996 of MFS Intermediate
Income Fund (the "Fund") is incorporated in this Post-Effective Amendment No. 19
by reference to the Statement of Additional Information of the Fund filed by the
Registrant pursuant to Rule 497 under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission via EDGAR on April 3, 1996.
<PAGE>
The financial statements included in the Annual Report to Shareholders of MFS
Intermediate Income Fund dated November 30, 1995 which are contained in
Post-Effective Amendment No. 18 as filed by the Registrant with the Securities
and Exchange Commission via EDGAR on March 28, 1996 are hereby incorporated by
reference to such materials into this Post-Effective Amendment No. 19.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements Included in Part A: For the
period from the commencement of investment operations
(December 29, 1986 for MFS Emerging Growth Fund and
MFS Capital Growth Fund and August 1, 1988 for MFS
Intermediate Income Fund and MFS Gold & Natural
Resources Fund) to November 30, 1995:
Financial Highlights*
Financial Statements Included in Part B:
At November 30, 1995:
Portfolio of Investments*
Statement of Assets and Liabilities*
For each of the two years ended November 30, 1994 and
November 30, 1995:
Statement of Changes in Net Assets*
For the year ended November 30, 1995:
Statement of Operations*
- ------------------------------
* Incorporated herein by reference to each Fund's Annual Report to
Shareholders, dated November 30, 1995, filed with the SEC on February 5,
1996.
(b) Exhibits
1 (a) Amended and Restated Declaration of
Trust, dated February 3, 1995. (3)
(b) Amendment to Declaration of Trust, dated
February 21, 1996. (9)
(c) Amendment to Declaration of Trust, dated
June 12, 1996; filed herewith.
2 Amended and Restated By-Laws, dated
December 14, 1994. (3)
3 Not Applicable.
4 Form of Share Certificate for Classes of
Shares. (8)
<PAGE>
5 (a) Investment Advisory Agreement for MFS
Emerging Growth Fund, dated August 1,
1993 as amended through August 9,
1995. (9)
(b) Investment Advisory Agreement for MFS
Capital Growth Fund, dated September 1,
1993. (3)
(c) Investment Advisory Agreement for MFS
Intermediate Income Fund, dated September
1, 1993. (3)
(d) Investment Advisory Agreement for MFS
Gold & Natural Resources Fund, dated
September 1, 1993. (3)
6 (a) Distribution Agreement between the Trust
and MFS Fund Distributors, Inc., dated
January 1, 1995. (3)
(b) Dealer Agreement between MFS Fund
Distributors, Inc. ("MFD"), and a dealer,
dated December 28, 1994 and the Mutual
Fund Agreement between MFD and a bank
or NASD affiliate, dated December 28,
1994. (1)
7 Retirement Plan for Non-Interested Person
Trustees, dated January 1, 1991. (6)
8 (a) Custodian Agreement, dated January 28,
1988. (6)
(b) Amendment to Custodian Agreement, dated
February 29, 1988. (6)
(c) Amendment to Custodian Agreement, dated
October 1, 1989. (6)
(d) Amendment to the Custodian Agreement,
dated October 9, 1991. (6)
9 (a) Shareholder Servicing Agent Agreement,
dated September 10, 1986. (6)
(b) Amendment to Shareholder Servicing
Agent Agreement, dated September 7,
1993. (6)
(c) Form of Amendment, dated February 14,
1996 to Shareholder Servicing Agent
Agreement, dated September 7,
1993. (9)
(d) Form of Amendment to Shareholder
Servicing Agent Agreement to add Class P
shares. (8)
(e) Exchange Privilege Agreement, dated
February 8, 1989, as amended through and
including September 1, 1995. (7)
<PAGE>
(f) Loan Agreement by and among the Banks
named therein, the MFS Funds named
therein, and The First National Bank of
Boston, dated as of February 21, 1995. (2)
(g) Dividend Disbursing Agent Agreement,
dated February 1, 1986. (4)
10 Consent and Opinion of Counsel for the
fiscal year ended November 30, 1995, filed
with the Rule 24f-2 Notice on January 25,
1996.
11 Not Applicable.
12 Not Applicable.
13 Investment Representation Letter. (6)
14 (a) Forms for Individual Retirement Account
Disclosure Statement as currently in
effect. (5)
(b) Forms for MFS 403(b) Custodial Account
Agreement as currently in effect. (5)
(c) Forms for MFS Prototype Paired Defined
Contribution Plans as Trust Agreement as
currently in effect. (5)
15 (a) Distribution Plan for Class A shares of
MFS Emerging Growth Fund, dated December
14, 1994. (3)
(b) Distribution Plan for Class B shares of
MFS Emerging Growth Fund, dated December
14, 1994. (3)
(c) Distribution Plan for Class C
shares of MFS Emerging Growth Fund,
dated February 14, 1996. (9)
(d) Distribution Plan for Class A shares of
MFS Capital Growth Fund, dated December 14,
1994. (3)
(e) Distribution Plan for Class B shares of
MFS Capital Growth Fund, dated December 14,
1994. (3)
(f) Distribution Plan for Class A shares of
MFS Intermediate Income Fund, dated December
14, 1994. (3)
(g) Distribution Plan for Class B shares of
MFS Intermediate Income Fund, dated December
14, 1994. (3)
<PAGE>
(h) Distribution Plan for Class A shares of
MFS Gold & Natural Resources Fund, dated
December 14, 1994. (3)
(i) Distribution Plan for Class B shares of
MFS Gold & Natural Resources Fund, dated
December 14, 1994. (3)
16 Schedule for Computation of Performance
Quotations - Average Annual Total Rate of
Return, Aggregate Total Rate of Return and
Standardized Yield. (1)
17 Not Applicable.
18 Plan pursuant to Rule 18f-3(d) under the
Investment Company Act of 1940. (8)
Power of Attorney, dated August 11,
1994. (3)
- -----------------------------
(1) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 26 filed with the SEC
via EDGAR on February 22, 1995.
(2) Incorporated by reference to Amendment No. 8 on Form N-2 for MFS
Municipal Income Trust (File No. 811-4841) filed with the SEC via EDGAR
on February 28, 1995.
(3) Incorporated by reference to Registrant's Post-Effective Amendment No.
16 filed with the SEC via EDGAR on March 30, 1995.
(4) Incorporated by reference to MFS Municipal Series Trust (File Nos.
2-92915 and 811-4096) Post-Effective Amendment No. 28 filed with the SEC
via EDGAR on July 28, 1995.
(5) Incorporated by reference to MFS Series Trust IX (File Nos. 2-50409 and
811-2464) Post-Effective Amendment No. 32 filed with the SEC via EDGAR
on August 28, 1995.
(6) Incorporated by reference to Registrant's Post-Effective Amendment No.
17 filed with the SEC via EDGAR on October 13, 1995.
(7) Incorporated by reference to MFS Series Trust X (File Nos. 33-1657 and
811-4492) Post-Effective Amendment No. 13 filed with the SEC via EDGAR
on November 28, 1995.
(8) Incorporated by reference to MFS Series Trust I (File Nos. 33-7638 and
811-4777) Post-Effective Amendment No. 25 filed with the SEC via EDGAR
on August 27, 1996.
(9) Incorporated by reference to Registrant's Post-Effective Amendment No.
18 filed with the SEC via EDGAR on March 28, 1996.
Item 25. Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 26. Number of Holders of Securities
For MFS Emerging Growth Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares of Beneficial Interest 150,464
(without par value) (as of July 31, 1996)
<PAGE>
Class B Shares of Beneficial Interest 219,638
(without par value) (as of July 31, 1996)
Class C Shares of Beneficial Interest 2,832
(without par value) (as of July 31, 1996)
Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
For MFS Capital Growth Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares of Beneficial Interest 12,884
(without par value) (as of July 31, 1996)
Class B Shares of Beneficial Interest 31,550
(without par value) (as of July 31, 1996)
Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
For MFS Intermediate Income Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares of Beneficial Interest 1,321
(without par value) (as of July 31, 1996)
Class B Shares of Beneficial Interest 10,047
(without par value) (as of July 31, 1996)
Class P Shares of Beneficial Interest 0
(without par value) (as of July 31, 1996)
For MFS Gold & Natural Resources Fund
(1) (2)
Title of Class Number of Record Holders
Class A Shares of Beneficial Interest 1,317
(without par value) (as of July 31, 1996)
<PAGE>
Class B Shares of Beneficial Interest 3,031
(without par value) (as of July 31, 1996)
Item 27. Indemnification
The Trustees and officers of the Trust and the personnel of the Trust's
investment adviser and principal underwriter are insured under an errors and
omissions liability insurance policy. The Trust and its officers are also
insured under the fidelity bond required by Rule 17g-1 under the Investment
Company Act of 1940, as amended.
Reference is hereby made to (a) Article V of the Trust's Declaration of
Trust, incorporated by reference to Post-Effective Amendment No. 16, filed with
the SEC on March 30, 1995 and (b) Section 8 of the Shareholder Servicing Agent
Agreement, incorporated by reference to Registrant's Post-Effective Amendment
No. 17 filed with the SEC via EDGAR on October 13, 1995.
Item 28. Business and Other Connections of Investment Adviser
MFS serves as investment adviser to the following open-end Funds
comprising the MFS Family of Funds: Massachusetts Investors Trust, Massachusetts
Investors Growth Stock Fund, MFS Growth Opportunities Fund, MFS Government
Securities Fund, MFS Government Limited Maturity Fund, MFS Series Trust I (which
has eight series: MFS Managed Sectors Fund, MFS Cash Reserve Fund, MFS World
Asset Allocation Fund, MFS Aggressive Growth Fund, MFS Research Growth and
Income Fund, MFS Core Growth Fund, MFS Equity Income Fund and MFS Special
Opportunities Fund), MFS Series Trust II (which has four series: MFS Emerging
Growth Fund, MFS Capital Growth Fund, MFS Intermediate Income Fund and MFS Gold
& Natural Resources Fund), MFS Series Trust III (which has two series: MFS High
Income Fund and MFS Municipal High Income Fund), MFS Series Trust IV (which has
four series: MFS Money Market Fund, MFS Government Money Market Fund, MFS
Municipal Bond Fund and MFS OTC Fund), MFS Series Trust V (which has two series:
MFS Total Return Fund and MFS Research Fund), MFS Series Trust VI (which has
three series: MFS World Total Return Fund, MFS Utilities Fund and MFS World
Equity Fund), MFS Series Trust VII (which has two series: MFS World Governments
Fund and MFS Value Fund), MFS Series Trust VIII (which has two series: MFS
Strategic Income Fund and MFS World Growth Fund), MFS Series Trust IX (which has
three series: MFS Bond Fund, MFS Limited Maturity Fund and MFS Municipal Limited
Maturity Fund), MFS Series Trust X (which has four series: MFS Government
Mortgage Fund, MFS/Foreign & Colonial Emerging Markets Equity Fund, MFS/Foreign
& Colonial International Growth Fund and MFS/Foreign & Colonial International
Growth and Income Fund), and MFS Municipal Series Trust (which has 16 series:
MFS Alabama Municipal Bond Fund, MFS Arkansas Municipal Bond Fund, MFS
California Municipal Bond Fund, MFS Florida Municipal Bond Fund, MFS Georgia
Municipal Bond Fund, MFS Maryland Municipal Bond Fund, MFS Massachusetts
Municipal Bond Fund, MFS Mississippi Municipal Bond Fund, MFS New York Municipal
Bond Fund, MFS North Carolina Municipal Bond Fund, MFS Pennsylvania Municipal
Bond Fund, MFS South Carolina Municipal Bond Fund, MFS Tennessee Municipal Bond
Fund, MFS Virginia Municipal Bond Fund, MFS West Virginia Municipal Bond Fund
and MFS Municipal Income Fund) (the "MFS Funds"). The principal business address
of each of the aforementioned Funds is 500 Boylston Street, Boston,
Massachusetts 02116.
<PAGE>
MFS also serves as investment adviser of the following no-load,
open-end Funds: MFS Institutional Trust ("MFSIT") (which has seven series), MFS
Variable Insurance Trust ("MVI") (which has twelve series) and MFS Union
Standard Trust ("UST") (which has two series). The principal business address of
each of the aforementioned Funds is 500 Boylston Street, Boston, Massachusetts
02116.
In addition, MFS serves as investment adviser to the following
closed-end Funds: MFS Municipal Income Trust, MFS Multimarket Income Trust, MFS
Government Markets Income Trust, MFS Intermediate Income Trust, MFS Charter
Income Trust and MFS Special Value Trust (the "MFS Closed-End Funds"). The
principal business address of each of the aforementioned Funds is 500 Boylston
Street, Boston, Massachusetts 02116.
Lastly, MFS serves as investment adviser to MFS/Sun Life Series Trust
("MFS/SL"), Sun Growth Variable Annuity Funds, Inc. ("SGVAF"), Money Market
Variable Account, High Yield Variable Account, Capital Appreciation Variable
Account, Government Securities Variable Account, World Governments Variable
Account, Total Return Variable Account and Managed Sectors Variable Account. The
principal business address of each is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02181.
MFS International Ltd. ("MIL"), a limited liability company organized
under the laws of the Republic of Ireland and a subsidiary of MFS, whose
principal business address is 41-45 St. Stephen's Green, Dublin 2, Ireland,
serves as investment adviser to and distributor for MFS International Fund
(which has four portfolios: MFS International Funds-U.S. Equity Fund, MFS
International Funds-U.S. Emerging Growth Fund, MFS International Funds-Global
Governments Fund, MFS International Funds - U.S. Dollar Reserve Fund and MFS
International Funds-Charter Income Fund) (the "MIL Funds"). The MIL Funds are
organized in Luxembourg and qualify as an undertaking for collective investments
in transferable securities (UCITS). The principal business address of the MIL
Funds is 47, Boulevard Royal, L-2449 Luxembourg.
MIL also serves as investment adviser to and distributor for MFS
Meridian U.S. Government Bond Fund, MFS Meridian Charter Income Fund, MFS
Meridian Global Government Fund, MFS Meridian U.S. Emerging Growth Fund, MFS
Meridian Global Equity Fund, MFS Meridian Limited Maturity Fund, MFS Meridian
World Growth Fund, MFS Meridian Money Market Fund, MFS Meridian World Total
Return Fund, MFS Meridian U.S. Equity Fund and MFS Meridian Research Fund
(collectively the "MFS Meridian Funds"). Each of the MFS Meridian Funds is
organized as an exempt company under the laws of the Cayman Islands. The
principal business address of each of the MFS Meridian Funds is P.O. Box 309,
Grand Cayman, Cayman Islands, British West Indies.
MFS International (U.K.) Ltd. ("MIL-UK"), a private limited company
registered with the Registrar of Companies for England and Wales whose current
address is 4 John Carpenter Street, London, England ED4Y 0NH, is involved
primarily in marketing and investment research activities with respect to
private clients and the MIL Funds and the MFS Meridian Funds.
MFS Fund Distributors, Inc. ("MFD"), a wholly owned subsidiary of
MFS, serves as distributor for the MFS Funds, MVI, UST and MFSIT.
<PAGE>
Clarendon Insurance Agency, Inc. ("CIAI"), a wholly owned subsidiary
of MFS, serves as distributor for certain life insurance and annuity contracts
issued by Sun Life Assurance Company of Canada (U.S.).
MFS Service Center, Inc. ("MFSC"), a wholly owned subsidiary of MFS,
serves as shareholder servicing agent to the MFS Funds, the MFS Closed-End
Funds, MFSIT, MVI and UST.
MFS Asset Management, Inc. ("AMI"), a wholly owned subsidiary of MFS,
provides investment advice to substantial private clients.
MFS Retirement Services, Inc. ("RSI"), a wholly owned subsidiary of
MFS, markets MFS products to retirement plans and provides administrative and
record keeping services for retirement plans.
MFS
The Directors of MFS are A. Keith Brodkin, Jeffrey L. Shames, Arnold
D. Scott, John R. Gardner and John D. McNeil. Mr. Brodkin is the Chairman,
Mr. Shames is the President, Mr. Scott is a Senior Executive Vice President
and Secretary, Bruce C. Avery, William S. Harris, William W. Scott, Jr., and
Patricia A. Zlotin are Executive Vice Presidents, Stephen E. Cavan is a Senior
Vice President, General Counsel and an Assistant Secretary, Joseph W. Dello
Russo is a Senior Vice President, Chief Financial Officer and Treasurer,
Robert T. Burns is a Vice President, Associate General Counsel and an
Assistant Secretary of MFS, and Thomas B. Hastings is a Vice President and
Assistant Treasurer.
Massachusetts Investors Trust
Massachusetts Investors Growth Stock Fund
MFS Growth Opportunities Fund
MFS Government Securities Fund
MFS Series Trust I
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust X
MFS Government Limited Maturity Fund
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer, James R. Bordewick, Jr., Vice
President and Associate General Counsel of MFS, is the Assistant Secretary.
MFS Series Trust II
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg,
Senior Vice President of MFS, is a Vice President, Stephen E. Cavan is the
Secretary, W. Thomas London is the Treasurer, James O. Yost is the Assistant
Treasurer, and James R. Bordewick, Jr., is the Assistant Secretary.
<PAGE>
MFS Government Markets Income Trust
MFS Intermediate Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Executive Vice President of MFS and Leslie J. Nanberg, Senior Vice President
of MFS, are Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas
London is the Treasurer, James O. Yost is the Assistant Treasurer, and James
R. Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust III
A. Keith Brodkin is the Chairman and President, James T. Swanson,
Robert J. Manning, Cynthia M. Brown and Joan S. Batchelder, Senior Vice
Presidents of MFS, Bernard Scozzafava, Vice President of MFS, and Matthew
Fontaine, Assistant Vice President of MFS, are Vice Presidents, Sheila
Burns-Magnan and Daniel E. McManus, Assistant Vice Presidents of MFS, are
Assistant Vice Presidents, Stephen E. Cavan is the Secretary, W. Thomas London
is the Treasurer, James O. Yost is the Assistant Treasurer, and James R.
Bordewick, Jr., is the Assistant Secretary.
MFS Series Trust IV
MFS Series Trust IX
A. Keith Brodkin is the Chairman and President, Robert A. Dennis and
Geoffrey L. Kurinsky, Senior Vice Presidents of MFS, are Vice Presidents,
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Series Trust VII
A. Keith Brodkin is the Chairman and President, Leslie J. Nanberg and
Stephen C. Bryant, Senior Vice Presidents of MFS, are Vice Presidents, Stephen
E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O. Yost is
the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Series Trust VIII
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Leslie J. Nanberg, Patricia A. Zlotin, James T. Swanson and John D.
Laupheimer, Jr., Vice President of MFS, are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Series Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert A. Dennis are Vice Presidents, David B. Smith, Geoffrey L. Schechter
and David R. King, Vice Presidents of MFS, are Vice Presidents, Daniel E.
McManus, Assistant Vice President of MFS, is an Assistant Vice President,
<PAGE>
Stephen E. Cavan is the Secretary, W. Thomas London is the Treasurer, James O.
Yost is the Assistant Treasurer and James R. Bordewick, Jr., is the Assistant
Secretary.
MFS Variable Insurance Trust
MFS Union Standard Trust
MFS Institutional Trust
A. Keith Brodkin is the Chairman and President, Stephen E. Cavan is
the Secretary, W. Thomas London is the Treasurer, James O. Yost is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
MFS Municipal Income Trust
A. Keith Brodkin is the Chairman and President, Cynthia M. Brown and
Robert J. Manning are Vice Presidents, Stephen E. Cavan is the Secretary, W.
Thomas London is the Treasurer, James O. Yost, is the Assistant Treasurer and
James R. Bordewick, Jr., is the Assistant Secretary.
MFS Multimarket Income Trust
MFS Charter Income Trust
A. Keith Brodkin is the Chairman and President, Patricia A. Zlotin,
Leslie J. Nanberg and James T. Swanson are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, James O. Yost, Vice
President of MFS, is the Assistant Treasurer and James R. Bordewick, Jr., is
the Assistant Secretary.
MFS Special Value Trust
A. Keith Brodkin is the Chairman and President, Jeffrey L. Shames,
Patricia A. Zlotin and Robert J. Manning are Vice Presidents, Stephen E. Cavan
is the Secretary, W. Thomas London is the Treasurer, and James O. Yost, is the
Assistant Treasurer and James R. Bordewick, Jr., is the Assistant Secretary.
SGVAF
W. Thomas London is the Treasurer.
MIL
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott and
Jeffrey L. Shames are Directors, Ziad Malek, Senior Vice President of MFS, is
the President, Thomas J. Cashman, Jr., a Senior Vice President of MFS, is a
Senior Vice President, Stephen E. Cavan is a Director, Senior Vice President
and the Clerk, James R. Bordewick, Jr. is a Director, Vice President and an
Assistant Clerk, Robert T. Burns is an Assistant Clerk, Joseph W. Dello Russo
is the Treasurer and Thomas B. Hastings is the Assistant Treasurer.
<PAGE>
MIL-UK
A. Keith Brodkin is a Director and the Chairman, Arnold D. Scott,
Jeffrey L. Shames, and James R. Bordewick, Jr., are Directors, Stephen E.
Cavan is a Director and the Secretary, Ziad Malek is the President, James E.
Russell is the Treasurer, and Robert T. Burns is the Assistant Secretary.
MIL Funds
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker and William F. Waters are
Directors, Stephen E. Cavan is the Secretary, W. Thomas London is the
Treasurer, James O. Yost is the Assistant Treasurer and James R. Bordewick,
Jr., is the Assistant Secretary, and Ziad Malek is a Senior Vice President.
MFS Meridian Funds
A. Keith Brodkin is the Chairman, President and a Director, Richard
B. Bailey, John A. Brindle, Richard W. S. Baker, Arnold D. Scott, Jeffrey L.
Shames and William F. Waters are Directors, Stephen E. Cavan is the Secretary,
W. Thomas London is the Treasurer, James R. Bordewick, Jr., is the Assistant
Secretary, James O. Yost is the Assistant Treasurer, and Ziad Malek is a
Senior Vice President.
MFD
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, William W. Scott, Jr., an Executive Vice
President of MFS, is the President, Stephen E. Cavan is the Secretary, Robert
T. Burns is the Assistant Secretary, Joseph W. Dello Russo is the Treasurer,
and Thomas B. Hastings is the Assistant Treasurer.
CIAI
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Cynthia Orcott is President, Bruce C. Avery
is the Vice President, Joseph W. Dello Russo is the Treasurer, Thomas B.
Hastings is the Assistant Treasurer, Stephen E. Cavan is the Secretary, and
Robert T. Burns is the Assistant Secretary.
MFSC
A. Keith Brodkin is the Chairman and a Director, Arnold D. Scott and
Jeffrey L. Shames are Directors, Joseph A. Recomendes, a Senior Vice President
of MFS, is Vice Chairman and a Director, Janet A. Clifford is the Executive
Vice President, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is
the Assistant Treasurer, Stephen E. Cavan is the Secretary, and Robert T.
Burns is the Assistant Secretary.
<PAGE>
AMI
A. Keith Brodkin is the Chairman and a Director, Jeffrey L. Shames,
and Arnold D. Scott are Directors, Thomas J. Cashman, Jr., is the President
and a Director, Leslie J. Nanberg is a Senior Vice President, a Managing
Director and a Director, George F. Bennett, Carol A. Corley, John A. Gee,
Brianne Grady and Kevin R. Parke are Senior Vice Presidents and Managing
Directors, Joseph W. Dello Russo is the Treasurer, Thomas B. Hastings is the
Assistant Treasurer and Robert T. Burns is the Secretary.
RSI
William W. Scott, Jr. and Bruce C. Avery are Directors, Arnold D.
Scott is the Chairman and a Director, Joseph W. Dello Russo is the Treasurer,
Thomas B. Hastings is the Assistant Treasurer, Stephen E. Cavan is the
Secretary, Robert T. Burns is the Assistant Secretary and Sharon A. Brovelli
and Martin E. Beaulieu are Senior Vice Presidents.
In addition, the following persons, Directors or officers of MFS, have
the affiliations indicated:
A. Keith Brodkin Director, Sun Life Assurance Company of
Canada (U.S.), One Sun Life Executive
Park, Wellesley Hills, Massachusetts
Director, Sun Life Insurance and Annuity
Company of New York, 67 Broad Street,
New York, New York
John R. Gardner President and a Director, Sun Life
Assurance Company of Canada, Sun Life
Centre, 150 King Street West, Toronto,
Ontario, Canada (Mr. Gardner is also an
officer and/or Director of various
subsidiaries and affiliates of Sun Life)
John D. McNeil Chairman, Sun Life Assurance Company of
Canada, Sun Life Centre, 150 King Street
West, Toronto, Ontario, Canada (Mr.
McNeil is also an officer and/or Director
of various subsidiaries and affiliates of
Sun Life)
Joseph W. Dello Russo Director of Mutual Fund Operations, The
Boston Company, Exchange Place, Boston,
Massachusetts (until August, 1994)
Item 29. Distributors
(a) Reference is hereby made to Item 28 above.
<PAGE>
(b) Reference is hereby made to Item 28 above; the principal business
address of each of these persons is 500 Boylston Street, Boston, Massachusetts
02116.
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
Massachusetts Financial Services 500 Boylston Street
Company (investment adviser) Boston, MA 02116
MFS Fund Distributors, Inc. 500 Boylston Street
(principal underwriter) Boston, MA 02116
State Street Bank and State Street South
Trust Company (custodian) 5 - West
North Quincy, MA 02171
MFS Service Center, Inc. 500 Boylston Street
(transfer agent) Boston, MA 02116
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders upon
request and without charge.
(d) 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 provisions set forth in Item 27 of
this Part C, 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 the 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 director, officer
<PAGE>
or controlling person in connection with the Securities being Registered, 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 the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to the 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 27th day of August, 1996.
MFS SERIES TRUST II
By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on August 27, 1996.
SIGNATURE TITLE
A. KEITH BRODKIN* Chairman, President (Principal
A. Keith Brodkin Executive Officer) and Trustee
W. THOMAS LONDON* Treasurer (Principal Financial Officer
W. Thomas London and Principal Accounting Officer)
RICHARD B. BAILEY* Trustee
Richard B. Bailey
MARSHALL N. COHAN* Trustee
Marshall N. Cohan
LAWRENCE H. COHN, M.D.* Trustee
Lawrence H. Cohn, M.D.
SIR J. DAVID GIBBONS* Trustee
Sir J. David Gibbons
<PAGE>
ABBY M. O'NEILL* Trustee
Abby M. O'Neill
WALTER E. ROBB, III* Trustee
Walter E. Robb, III
ARNOLD D. SCOTT* Trustee
Arnold D. Scott
JEFFREY L. SHAMES* Trustee
Jeffrey L. Shames
J. DALE SHERRATT* Trustee
J. Dale Sherratt
WARD SMITH* Trustee
Ward Smith
*By: JAMES R. BORDEWICK, JR.
Name: James R. Bordewick, Jr.
as Attorney-in-fact
Executed by James R. Bordewick, Jr. on
behalf of those indicated pursuant to a
Power of Attorney dated August 11,
1994, incorporated by reference to the
Registrant's Post-Effective Amendment
No. 16 filed with the Securities and
Exchange Commission on
March 30, 1995.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
1 (b) Amendment to Declaration of Trust,
dated June 12, 1996.
<PAGE>
EXHIBIT NO. 99.1(b)
MFS SERIES TRUST II
CERTIFICATION OF AMENDMENT
TO THE DECLARATION OF TRUST
ESTABLISHMENT AND DESIGNATION
OF CLASSES
The undersigned, being a majority of the Trustees of MFS Series Trust
II (the "Trust"), a business trust organized under the laws of The Commonwealth
of Massachusetts pursuant to an Amended and Restated Declaration of Trust dated
February 3, 1995, as amended (the "Declaration"), acting pursuant to Section
6.10 of the Declaration, do hereby divide the shares of MFS Emerging Growth
Fund, MFS Capital Growth Fund and MFS Intermediate Income Fund, each a series of
MFS Series Trust II, to create an additional class of shares, within the meaning
of Section 6.10, as follows:
1. The additional class of shares is designated "Class P
Shares";
2. Class P Shares shall be entitled to all the rights and
preferences accorded to shares under the Declaration;
3. The purchase price of Class P Shares, the method of determination of
the net asset value Class P Shares, the price, terms and manner of redemption of
Class P Shares, and the relative dividend rights of holders of Class P Shares
shall be established by the Trustees of the Trust in accordance with the
Declaration and shall be set forth in the current prospectus and statement of
additional information of the Trust or any series thereof, as amended from time
to time, contained in the Trust's registration statement under the Securities
Act of 1933, as amended;
4. Class P Shares shall vote together as a single class except that
Shares of a class may vote separately on matters affecting only that class and
Shares of a class not affected by a matter will not vote on that matter; and
5. A class of Shares of any series of the Trust may be
terminated by the Trustees by written notice to the Shareholders of the class.
<PAGE>
IN WITNESS WHEREOF, a majority of the Trustees of the Trust have
executed this amendment, in one or more counterparts, all constituting a single
instrument, as an instrument under seal in The Commonwealth of Massachusetts, as
of this 12th day of June, 1996.
A.KEITH BRODKIN WALTER E. ROBB, III
A. Keith Brodkin Walter E. Robb, III
76 Farm Road 35 Farm Road
Sherborn, MA 01770 Sherborn, MA 01770
RICHARD B. BAILEY ARNOLD D. SCOTT
Richard B. Bailey Arnold D. Scott
63 Atlantic Avenue 20 Rowes Wharf
Boston, MA 02110 Boston, MA 02110
MARSHALL N. COHAN
Marshall N. Cohan Jeffrey L. Shames
2524 Bedford Mews Drive 60 Brookside Road
Wellington, FL 33414 Needham, MA 02192
LAWRENCE H. COHN J. DALE SHERRATT
Lawrence H. Cohn J. Dale Sherratt
45 Singletree Road 86 Farm Road
Chestnut Hill, MA 02167 Sherborn, MA 01770
SIR J. DAVID GIBBONS WARD SMITH
Sir J. David Gibbons Ward Smith
"Leeward" 36080 Shaker Blvd
5 Leeside Drive Huntington Valley, OH 44022
"Point Shares"
Pembroke, Bermuda HM 05
Abby M. O'Neill
200 Sunset Road
Oyster Bay, NY 11771
