MFS SUN LIFE SERIES TRUST
497, 1999-11-30
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         Supplement dated November 1, 1999 (as revised December 1, 1999)
                           to the Current Prospectus


                                       Of

                     MFS/SUN LIFE SERIES TRUST (THE "TRUST")


This  supplement  describes  a new series of the Trust -- the  Strategic  Growth
Series -- and supplements  certain  information in the Trust's  Prospectus dated
May 1, 1999. The caption  headings used in this  Supplement  correspond with the
caption headings used in the Prospectus.  Information  which is not supplemented
applies equally to the Strategic Growth Series.


I.   EXPENSE SUMMARY - BEGINNING ON PAGE 1

          Expense Table. This table describes the expenses that you may pay when
          you hold  shares of the  series.  These fees and  expenses do not take
          into  account  the  fees  and  expenses  imposed  under  the  Variable
          Contracts through which an investment in the series is made. The table
          is supplemented as follows:

     Annual  Operating  Expenses  (expenses  that are deducted  from the series'
assets):

                                                   Strategic Growth Series
         Management Fee                                      0.75%
         Other Expenses                                      3.43%
                                                             ----
         Total Annual Series Operating Expenses              4.18%
              Fee Waivers/Expense Reimbursement(1)          (3.15)%
              Net Expenses(2)                                1.03%
-----------------------
(1)    MFS has  contractually  agreed  to bear the  series'  expenses  such that
       "Other   Expenses"  do  not  exceed  0.25%  annually.   This  contractual
       arrangement  will continue  until at least May 1, 2000,  unless  modified
       with the consent of the board of trustees, which oversees the series.

(2)    The series has an expense offset  arrangement which reduces its custodian
       fee based  upon the  amount of cash  maintained  by the  series  with its
       custodian and dividend  disbursing agent. The series may enter into other
       similar  arrangements and directed  brokerage  arrangements,  which would
       also  have the  effect of  reducing  the  series'  expenses.  The  series
       expenses do not take into account these expense reductions, and therefore
       do not  represent  the actual  expenses of the series.  Had these expense
       reductions been taken into account,  "Net Expenses" would be estimated to
       be 1.00%.

          Example of Expenses.  The  "Example of Expenses"  table is intended to
          help you compare the cost of  investing in the series with the cost of
          investing in other mutual funds.

           The example assumes that:

               o    You  invest  $10,000  in the  series  for the  time  periods
                    indicated  and you redeem your shares at the end of the time
                    periods;

               o    Your  investment has a 5% return each year and dividends and
                    other distributions are reinvested; and

               o    The series' operating  expenses remain the same, except that
                    the series' total  operating  expenses are assumed to be the
                    series' "Net  Expenses" for the first year,  and the series'
                    "Total Annual  Series  Operating  Expenses"  for  subsequent
                    years (see table above).

         The table is supplemented as follows:

         Although  your  actual  costs  may be  higher  or  lower,  under  these
assumptions your costs would be:

                                                Year 1          Year 3
                                                ------          ------

              Strategic Growth Series            $102            $979
<PAGE>
II.  RISK RETURN SUMMARY - BEGINNING ON PAGE 4

         This section of the prospectus is supplemented as follows:

27:      Strategic Growth Series


               Investment Objective. The series' investment objective is capital
               appreciation.   Approval  by  the  series'  shareholders  is  not
               required to modify or change the series' objective.

               Principal Investment Strategies. The series invests, under normal
               market  conditions,  at least 65% of its  total  assets in common
               stocks and related securities,  such as preferred stocks,  bonds,
               warrants,   or  rights  convertible  into  stock  and  depositary
               receipts for these  securities,  of companies  which MFS believes
               offer superior prospects for growth.

               MFS uses a bottom-up, as opposed to a top-down,  investment style
               in  managing  the  equity-oriented  funds (such as the series) it
               advises.  This  means that  securities  are  selected  based upon
               fundamental  analysis  (such as an  analysis  of  earnings,  cash
               flows, competitive position and management's abilities) performed
               by the series'  portfolio  manager and MFS' large group of equity
               research analysts.

               In managing  the  series,  MFS seeks to  purchase  securities  of
               companies which MFS considers well-run and poised for growth. MFS
               looks particularly for companies which demonstrate:

                    o    a strong  franchise,  strong cash flows and a recurring
                         revenue stream

                    o    a solid industry position, where there is

                              potential for high profit margins
                              substantial barriers to new entry in the industry

                    o    a  strong   management  team  with  a  clearly  defined
                         strategy o a catalyst which may accelerate growth

               Consistent  with  the  series'  principal  investment  strategies
               described above, the series may invest in foreign securities, and
               may have exposure to foreign currencies through its investment in
               these securities.

               Principal  Risks  of  an  Investment.   The  principal  risks  of
               investing in the series and the  circumstances  reasonably likely
               to cause the value of your  investment  in the  series to decline
               are  described  below.  The share  price of the series  generally
               changes  daily  based on market  conditions  and  other  factors.
               Please note that there are many  circumstances  which could cause
               the value of your investment in the series to decline,  and which
               could prevent the series from achieving its  objective,  that are
               not  described  here.  The  principal  risks of  investing in the
               series are:


                    o    Market  Risk:  This is the  risk  that  the  price of a
                         security  held by the series  will fall due to changing
                         economic, political or market conditions, or due to the
                         financial  condition  of the company  which  issued the
                         security.

                    o    Growth  Companies:  This is the risk that the prices of
                         growth company securities held by the series, which are
                         the series' principal  investment focus, will fall to a
                         greater  extent than the overall  equity markets (e.g.,
                         as represented by the Standard and Poor's Composite 500
                         Index) due to changing  economic,  political  or market
                         conditions.

                    o    Foreign  Securities:  Investments in foreign securities
                         involve  risks   relating  to  political,   social  and
                         economic   developments   abroad,   as  well  as  risks
                         resulting from the differences  between the regulations
                         to which U.S.  and  foreign  issuers  and  markets  are
                         subject:

                              These risks may include the seizure by the
                              government of company assets, excessive taxation,
                              withholding taxes on dividends and interest,
                              limitations  on the use or transfer of portfolio
                              assets, and political or social instability.

                              Enforcing  legal rights may be difficult, costly
                              and slow in foreign  countries,  and there may be
                              special problems enforcing claims against foreign
                              governments.
<PAGE>

                              Foreign companies may not be subject to accounting
                              standards or governmental supervision comparable
                              to U.S. companies, and there may be less public
                              information about their operations.

                              Foreign markets may be less liquid and more
                              volatile than U.S. markets.

                              Foreign securities often trade in currencies other
                              than the U.S. dollar, and the series may directly
                              hold foreign currencies and purchase and sell
                              foreign currencies through forward exchange
                              contracts.  Changes in currency exchange rates
                              will affect the series' net asset value, the value
                              of dividends and interest earned, and gains and
                              losses realized on the sale of securities.  An
                              increase in the strength of the U.S. dollar
                              relative to these other currencies may cause the
                              value of the series to decline.  Certain foreign
                              currencies may be particularly volatile, and
                              foreign governments may intervene in the currency
                              markets, causing a decline in value or liquidity
                              in the series' foreign currency holdings. Forward
                              foreign currency exchange contracts involve the
                              risk that the party with which the series enters
                              the contract may fail to perform its obligations
                              to the series.

     Bar Chart and Performance  Table.  The bar chart and performance  table are
     not  included  because  the  series  did not have a full  calendar  year of
     performance on December 31, 1998.


III. CERTAIN INVESTMENT STRATEGIES AND RISKS - BEGINNING ON PAGE 76

The  series  may invest in  various  types of  securities  and engage in various
investment  techniques  and practices  which are not the principal  focus of the
series  and  therefore  are not  described  in this  Supplement.  The  types  of
securities  and  investment  techniques  and  practices  in which the series may
engage are  identified  in  Appendix A to this  Supplement,  and are  discussed,
together with their risks,  in the series'  Statement of Additional  Information
(referred to as the SAI),  which you may obtain by contacting Sun Life Assurance
Company of Canada (U.S.) Retirement Products and Services Division (see the back
cover of the prospectus for the address and phone number).


IV.  MANAGEMENT OF THE SERIES - BEGINNING ON PAGE 77

     Investment Adviser. Massachusetts Financial Services Company is the series'
     investment adviser, and is described in the prospectus.

Portfolio Managers.

This section is supplemented as follows:



              Series                                Portfolio Managers


         Strategic Growth Series        S. Irfan Ali, Vice President of MFS,
                                        has been the portfolio manager of the
                                        series since its inception.

                                        Mr. Ali has been employed by MFS as a
                                        portfolio manager since 1993.


<PAGE>

APPENDIX A

         Investment  Techniques  and  Practices.   In  pursuing  its  investment
         objective,  the  series  may  engage  in the  following  principal  and
         non-principal   investment   techniques   and   practices.   Investment
         techniques  and practices  which are the principal  focus of the series
         are described, together with their risks, in the Risk Return Summary of
         this Supplement. Both principal and non-principal investment techniques
         and practices are described, together with their risks, in the SAI.

                         Investment Techniques/Practices

                       Symbols                 |X|Permitted   --  Not Permitted
                                                      Strategic Growth Series
   Debt Securities
     Asset-Backed Securities
       Collateralized Mortgage Obligations and Multiclass           --

        Pass-Through Securities
       Corporate Asset-Backed Securities                            --
       Mortgage Pass-Through Securities                             --
       Stripped Mortgage-Backed Securities                          --
     Corporate Securities                                           |X|
     Loans and Other Direct Indebtedness                            --
     Lower Rated Bonds                                              --
     Municipal Bonds                                                --
     Speculative Bonds                                              --
     U.S. Government Securities                                     |X|
     Variable and Floating Rate Obligations                         --
     Zero Coupon Bonds, Deferred Interest Bonds and PIK Bonds       |X|
   Equity Securities                                                |X|
   Foreign Securities Exposure
     Brady Bonds                                                    --
     Depositary Receipts                                            |X|
     Dollar-Denominated Foreign Debt Securities                     |X|
     Emerging Markets                                               |X|
     Foreign Securities                                             |X|
   Forward Contracts                                                |X|
   Futures Contracts                                                |X|
   Indexed Securities/Structured Products                           |X|
   Inverse Floating Rate Obligations                                --
   Investment in Other Investment Companies
     Open-End Funds                                                 |X|

<PAGE>


                       Symbols                 |X|Permitted   --  Not Permitted
                                                      Strategic Growth Series

     Closed-End Funds                                               |X|
   Laddering                                                        --
   Lending of Portfolio Securities                                  |X|
   Leveraging Transactions
     Bank Borrowings                                                |X|
     Mortgage "Dollar-Roll" Transactions                            --
     Reverse Repurchase Agreements                                  |X|
   Options
     Options on Foreign Currencies                                  |X|
     Options on Futures Contracts                                   |X|
     Options on Securities                                          |X|
     Options on Stock Indices                                       |X|
     Reset Options                                                  |X|
     "Yield Curve" Options                                          |X|
   Repurchase Agreements                                            |X|
   Restricted Securities                                            |X|
   Short Sales                                                      |X|
   Short Sales Against the Box                                      |X|
   Short Term Instruments                                           |X|
   Swaps and Related Derivative Instruments                         |X|
   Temporary Borrowings                                             |X|
   Temporary Defensive Positions                                    |X|
   Warrants                                                         |X|
   "When-issued" Securities                                         |X|







 The date of this Supplement is November 1, 1999 (as revised December 1, 1999).




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