111 Huntington Avenue Boston, MA 02199-7618 |
July 21, 2015
VIA EDGAR
United States Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | MFS Variable Insurance Trust II – MFS Money Market Portfolio |
(File Nos. 002-83616; 811-3732)
Ladies and Gentlemen:
Enclosed for filing on behalf of MFS Variable Insurance Trust II (the “Trust”) pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended, and Rule of 101(a)(1)(iii) of Regulation S-T, is a preliminary copy of the cover letter from the President of the Trust, Notice, Proxy Statement, and forms of Proxy to be used in connection with the Special Meeting of Shareholders of MFS Money Market Portfolio, a series of the Trust (collectively, the “Proxy Materials”).
The Meeting is scheduled to be held on October 8, 2015, and is being called for the purposes described in the Notice of the Special Meeting of Shareholders filed herewith. The Proxy Materials are intended to be released to security holders on or about August 7, 2015.
Please direct any comments or questions regarding the enclosed materials to me at (617) 954-4085.
Very truly yours,
THOMAS H. CONNORS
Thomas H. Connors
Assistant Secretary and
Assistant Clerk
Enclosures