Form DEFA14A MFS SERIES TRUST II

April 17, 2025 3:18 PM EDT

UNITED STATED

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  [X] Filed by a Party Other Than the Registrant [ ]

          

Check the Appropriate Box:

[ ] Preliminary Proxy Statement

[ ] Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) of sec. 240.14a-12

MFS GROWTH FUND

          

(Names of Registrants as Specified in their Charters)

          

(Name of Person(s) Filing Proxy Statement, if other than the Registrants)

Payment of Filing Fee (Check the Appropriate Box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total Fee Paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount previously paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:


          
 

 
   
   
   
 

MFS Growth Fund

 
 

Special Meeting of Shareholders: June 18.2025

 
 

Important proxy voting material is ready for your review

 
  

Vote Now!

  
 

Control Number: 00099999000000 Security Code: 99999999

 
 

If more than one control number appears, each must be voted individually for your vote to be counted on all shares.

For Shareholders as of March 21, 2025.

 
    

Ways to Vote

    
  



Go to Proxy-direct.com

 



Call 800-337-3503

 



Vote by June 18, 2025 at 11:00 AM ET

  
   
 

Please know that your vote is very important. Voting now eliminates phone calls,

avoids unnecessary communications and minimizes proxy costs.

 
 

Important Materials

Notice of Meeting and Proxy Statement

Voting Standards

The proposal must receive the approval of a "majority" of shareholders as that term is defined under the 1940 Act, meaning that it must be approved by the lesser of (A) 67% or more of each Fund’s voting securities present at the Shareholder Meeting, if the holders of 50% or more of a Fund’s outstanding voting securities are present or represented by proxy; or (B) 50% or more of a Fund’s outstanding voting securities.

 
 

How to Vote

You are able to vote through the Internet or by telephone. Your browser must support secure transactions. Please read the

 


   
 

instructions and proxy materials carefully before voting.

 
 

Questions?

If you need assistance with voting, you may call Computershare Fund Services, the Company's proxy solicitor, toll free at 1-877-456-7881.

If your email software supports it, you can simply click on the above link(s). If not, you can type (or copy and paste) the Web address(es) into the address line of your Web browser. Adobe© Acrobat© Reader is needed to view these documents.

 
   
   




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