As filed with the Securities and Exchange Commission on April 18, 2013
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. 51
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 52
MFS
®
SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
111 Huntington Avenue, Boston, Massachusetts 02199
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code:
617-954-5000
Susan S. Newton, Massachusetts Financial Services Company
111 Huntington Avenue, Boston, Massachusetts 02199
(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)
x
immediately upon filing pursuant to paragraph (b)
o
on
[date]
pursuant to paragraph (b)
o
60 days after filing pursuant to paragraph (a)(i)
o
on
[date]
pursuant to paragraph (a)(i)
o
75 days after filing pursuant to paragraph (a)(ii)
o
on
[date]
pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
o
this post-effective amendment designates a new effective date for a previously
filed post-effective amendment
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 18
th
day of April 2013.
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MFS
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SERIES TRUST II
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By:
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JOHN M. CORCORAN*
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Name:
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John M. Corcoran
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Title:
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President
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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 April 18, 2013.
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SIGNATURE
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TITLE
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JOHN M. CORCORAN*
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President (Principal Executive Officer)
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John M. Corcoran
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DAVID D. DILORENZO*
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Principal Financial and Accounting Officer
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David D. DiLorenzo
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ROBERT E. BUTLER*
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Trustee
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Robert E. Butler
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MAUREEN R. GOLDFARB*
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Trustee
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Maureen R. Goldfarb
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DAVID H. GUNNING*
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Trustee
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David H. Gunning
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WILLIAM R. GUTOW*
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Trustee
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William R. Gutow
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MICHAEL HEGARTY
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Trustee
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Michael Hegarty
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JOHN P. KAVANAUGH*
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Trustee
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John P. Kavanaugh
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ROBERT J. MANNING*
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Trustee
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Robert J. Manning
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J. DALE SHERRATT*
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Trustee
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J. Dale Sherratt
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LAURIE J. THOMSEN*
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Trustee
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Laurie J. Thomsen
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ROBERT W. UEK*
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Trustee
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Robert W. Uek
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*By:
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SUSAN S. NEWTON
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Name:
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Susan S. Newton
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as Attorney-in-fact
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Executed by Susan S. Newton on behalf of those indicated pursuant to a Power of Attorney, dated December 7, 2012 (Trustees) and a Power of Attorney, dated December 7, 2012 (Corcoran) (DiLorenzo); filed herewith.
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MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Institutional Trust
MFS Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
MFS California Municipal Fund
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS InterMarket Income Trust I
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, a Trustee of each of the above-mentioned Registrants, hereby severally constitutes and appoints Mark N. Polebaum, Susan S. Newton, Christopher R. Bohane, Thomas H. Connors, Brian E. Langenfeld and Susan A. Pereira, 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, any Registration Statement 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 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 7
th
day of December, 2012.
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ROBERT E. BUTLER
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Trustee
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Robert E. Butler
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MAUREEN R. GOLDFARB
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Trustee
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Maureen R. Goldfarb
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DAVID H. GUNNING
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Trustee
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David H. Gunning
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WILLIAM R. GUTOW
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Trustee
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William R. Gutow
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MICHAEL HEGARTY
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Trustee
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Michael Hegarty
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JOHN P. KAVANAUGH
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Trustee
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John P. Kavanaugh
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ROBERT J. MANNING
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Trustee
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Robert J. Manning
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J. DALE SHERRATT
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Trustee
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J. Dale Sherratt
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LAURIE J. THOMSEN
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Trustee
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Laurie J. Thomsen
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ROBERT W. UEK
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Trustee
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Robert W. Uek
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MFS Series Trust I
MFS Series Trust II
MFS Series Trust III
MFS Series Trust IV
MFS Series Trust V
MFS Series Trust VI
MFS Series Trust VII
MFS Series Trust VIII
MFS Series Trust IX
MFS Series Trust X
MFS Series Trust XI
MFS Series Trust XII
MFS Series Trust XIII
MFS Series Trust XIV
MFS Series Trust XV
MFS Series Trust XVI
Massachusetts Investors Growth Stock Fund
Massachusetts Investors Trust
MFS Institutional Trust
MFS Municipal Series Trust
MFS Variable Insurance Trust
MFS Variable Insurance Trust II
MFS Variable Insurance Trust III
MFS California Municipal Fund
MFS Charter Income Trust
MFS Government Markets Income Trust
MFS High Income Municipal Trust
MFS High Yield Municipal Trust
MFS InterMarket Income Trust I
MFS Intermediate High Income Fund
MFS Intermediate Income Trust
MFS Investment Grade Municipal Trust
MFS Multimarket Income Trust
MFS Municipal Income Trust
MFS Special Value Trust
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, being the President and Principal Executive Officer, and Treasurer and Principal Financial and Accounting Officer, respectively, of each of the above-mentioned Registrants, hereby severally constitutes and appoints Mark N.
Polebaum, Susan S. Newton, Christopher R. Bohane, Thomas H. Connors, Brian E. Langenfeld and Susan A. Pereira, 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, any Registration Statement 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 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 7
th
day of December, 2012.
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JOHN M. CORCORAN
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President (Principal Executive Officer)
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John M. Corcoran
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DAVID L. DILORENZO
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Principal Financial and Accounting Officer
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David L. DiLorenzo
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MFS SERIES TRUST II
MFS
Ò
GROWTH FUND
INDEX TO EXHIBITS
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EXHIBIT NO.
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DESCRIPTION OF EXHIBITS
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PAGE NO.
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101
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Risk/return summary of the fund’s prospectus as an Interactive Data File using eXtensible Business reporting language “XBRL”)
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